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Agenda 06/23/2015 Item #11JProposed Agenda Changes Board of County Commissioners Meeting June 23, 2015 Move Item 16A16 to Item 9C: This item requires that ex parte disclosure be provided by Commission members. Should a hearing be held on this item, all participants are required to be sworn in. Recommendation to approve for recording the final plat of Legacy Estates, (Application Number 20140001803) approval of the standard form Construction and Maintenance Agreement and approval of the amount of the performance security. Companion to Item 16135. (Commissioner Hiller's request) Move Item 17E to Item 9D: Recommendation to approve an Amendment to the Collier County Purchasing Ordinance (Ordinance Number 2013 -69). (Commissioner Taylor's request) Move Item 16D15 to Item 11G: Recommendation to approve a temporary signage program during the 2015 summer break to place temporary YMCA /CAT signs on select CAT bus stop poles. (Commissioner Henning's request) Move Item 16135 to Item l l H: This item to be heard immediately following Item 9C (1" 16): Recommendation to approve a standard Donation Agreement that allows JD DEVELOPMENT 1 LLC, a foreign limited liability company, to donate a 1.14 acre parcel along with a management endowment of $4,440.30 to the Conservation Collier Land Acquisition Program under the offsite vegetation retention provision of the Land Development Code LDC Sec 3.05.07H.l.f.iii. (b), at no cost to the County, and authorize the Chairman to sign the Donation Agreement and staff to take all necessary actions to close. Companion to Item 16A16. (Commissioner Hiller's request) Move Item 16F6 to Item 11I: Recommendation to award RFQ 15 -6433 Production of the Tourism Guide to Miles Media Group, LLLP and authorize the Chairman to execute the County Attorney approved contract and make a finding that this action promotes tourism. (Commissioner Taylor's request) Move Item 16F12 to Item 11J: Recommendation to approve the Second Amendment to the Agreement between Economic Incubators, Inc. and the Board of County Commissioners. (Commissioner Taylor's request) Add On Item 11 K: Recommendation to provide guidance to the County Manager in response to the Clerk of Court's unilateral decision to withhold presentation of selected expenditures to the Board for determination of valid public purpose and payment authorization. (Staff s request) Time Certain Items: Item 9C (Moved from 16A16) to be heard at 4.00 p.m. Proposed Agenda Changes Board of County Commissioners Meeting June 23, 2015 Page 2 Note: Item 16A21 Recommendation to review the April 2015 beach survey results and endorse a staff recommendation to not renourish the Vanderbilt Pelican Bay, Park Shore or Naples beaches in the Fall (November) of 2015. Direct staff to obtain a permit modification to renourish the Clam Pass Park beaches after the 15 year beach renourishment permit is issued from Florida Department of Environmental Protection and the United States Army Corps of Engineers. (Commissioner Henning's request) Item 16A25 Recommendation to approve Amendment to the Collier Metropolitan Planning Organization (MPO) Staff Services Agreement The attestation signature on Page 2 of the Amendment to MPO Staff Services Agreement should read as follows: Interim Collier MPO Executive Director. (Commissioner Taylor's request) Item 16E5 Recommendation to waive competition for Wesco Turf as a sole source vendor to exceed $50.000 spending limit for Fleet Management parts /service • Fiscal Year expenditures will not exceed $100,000 without Board approval. (Staff s request) Item 16176 Recommendation to award RFQ 15 -6433 Production of the Tourism Guide to Miles Media Group LLLP and authorize the Chairman to execute the County Attorney approved contract and make a finding that this action promotes tourism • Advisory Board Recommendation has been added: The Tourist Development Council recommended approval (5 -1) of this item at the June 22, 2015 meeting. (Staffs request) 6/27/201$ 8;57 AM 6/23/2015 16. F.12. EXECUTIVE SUMMARY Recommendation to approve the Second Amendment to the Agreement between Economic Incubators, Inc. and the Board of County Commissioners OBJECTIVE: That the Board of County Commissioners (Board) consider and approve the Second Amendment to the Agreement between Collier County, Florida and Economic Incubators, Inc. ( "EII" or "Administrative Entity "). CONSIDERATIONS: On November 18, 2014, Agenda Item 11 C, the Board of County Commissioners approved an agreement between the County and EII (the "Agreement ") designating EII as the Administrative Entity for the County's Soft Landing Business Accelerator Project. The First Amendment to the EII Agreement was approved on March 10, 2015, Agenda Item I I.F, adjusting EII contract, budget and existing purchase orders to accommodate actual circumstances and progress of the project. The Second Amendment to the EII Agreement contains the following modifications: • Provides for business accelerator recruiting and client development services through contractual services instead of hiring a full time position • Amends the deliverable schedule with respect to filling the Immokalee Culinary Facilities Director and Maintenance positions • Changes the timeline for procurement of facility design, furnishings and equipment for the Western Accelerator. • Establishes a Revenue Reuse Plan (see Exhibit N of Agreement) as provided for in Article 29 of the Agreement to specify the uses of business income derived from service fees, rental or usage fees the Accelerator earns from memberships, services and participation. The amendment also provides a waiver and limit of funding for business support expenditures defined within the Plan such as legal costs for incorporating the organization, 501(c)(3) application cost, memberships in buying clubs for volume purchases and promotional events that are not otherwise reimbursable from DEO Grant funds or County funds. • Reallocates line item budget appropriations between IT /Web /Communications services and Professional Services with no net change in the budget. A strike through and underline version of the modifications is included in the backup materials. FISCAL IMPACT: The EII agreement amount is $1,183,005. Budget is available within County Manager Grant Fund 713/714 within project 33388. The funding sources are a combination of Collier County Soft Landing Accelerator Grant funding from the Florida Department of Economic Opportunity and a County contribution. The County contribution will be sourced from Economic Development Fund (007) . Packet Page -2595- 6/23/2015 16.F.12. 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 diversity the County's economic base." LEGAL CONSIDERATIONS: This item is approved for form and legality and requires a majority vote. — JAB RECOMMENDATION: Recommendation to approve the attached Second Amendment to the Agreement between Collier County, Florida and Economic Incubators, Inc. Prepared by: Bruce Register, Office of Business & Economic Development Attachments: Attachment A: Second Amendment to the Agreement between Collier County, Florida and Economic Incubators, Inc. Packet Page -2596- 6/23/2015 16.F.12. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.F.16.F.12. Item Summary: Recommendation to approve the Second Amendment to the Agreement between Economic Incubators, Inc. and the Board of County Commissioners. Meeting Date: 6/23/2015 Prepared By Name: JenniferLeslie Title: Administrative Assistant, Office of Business & Economic Development 6/16/2015 10:20:59 AM Submitted by Title: Division Director - Business & Econ Dev, Office of Business & Economic Development Name: RegisterBruce 6/16/2015 10:21:01 AM Approved By Name: StanleyTherese Title: Manager - Grants Compliance, Grants Management Office Date: 6/17/2015 2:34:21 PM Name: BelpedioJennifer Title: Assistant County Attorney, CAO General Services Date: 6/17/2015 4:11:53 PM Name: KlatzkowJeff Title: County Attorney, Date: 6/17/2015 4:16:42 PM Name: IsacksonMark Title: Division Director - Corp Fin & Mgmt Svc, Office of Management & Budget Date: 6/17/2015 4:18:51 PM Name: OchsLeo Packet Page -2597- 6/23/2015 16.F.12. Title: County Manager, County Managers Office Date: 6/17/2015 4:39:26 PM Packet Page -2598- 6/23/2015 16. F.12. SECOND AMENDMENT TO AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND ECONOMIC INCUBATORS, INC. This AGREEMENT is made and entered into as of this 23rd day of June, 2015, by and between COLLIER COUNTY, a political subdivision of the State of Florida (the "COUNTY" or "Fiscal Agent ") and ECONOMIC INCUBATORS, INC., a Florida not - for - profit corporation ( "EII" or "Administrative Entity "). WITNESSETH WHEREAS, on November 18, 2014, Agenda Item 1 LC, the Board of County Commissioners approved an agreement between the County and EII (the "Agreement ") designating EII as the Administrative Entity for the Collier County Soft Landing Accelerator /Incubator Development Strategy ( "Accelerator Project ") , effective October 1, 2014; WHEREAS, on March 10, 2015, Agenda Item 111 the Board of County Commissioners approved the First Amendment to the Agreement between the County and EII, effective March 10, 2015; WHEREAS, on April 28, 2015, Agenda Item I LC (formerly 16.F.3), the Board of County Commissioners amended the Department of Economic Opportunity (the "DEO ") Agreement funding the Accelerator Project ( "Amended DEO Agreement "); WHEREAS, the Amended DEO Agreement provides for the contracting of regional global soft landing services in five Southwest Florida counties; WHEREAS, the Amended DEO Agreement requires the hiring of Eastern Collier County Accelerator Director of Facilities & Compliance and Eastern Collier County Accelerator Maintenance Specialist at a date later than required by the Agreement; WHEREAS, the Amended DEO Agreement provides for the commencement of procurement of facility design services, furnishings and equipment at a date later than provided for in the Agreement; WHEREAS, there are expenditures which are necessary for the Accelerator Project which are not reimbursable under the Amended DEO Agreement and the Agreement authorizes payment of these expenses from Business Income if a special waiver and revenue plan is approved by the COUNTY in accordance with Article XXXIX of the Agreement; and WHEREAS, the parties wish to amend the Agreement as stated below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend the Agreement as set forth below. a Packet Page -2599- 6/23/2015 16.F.12. 1. Exhibit B, Method of Payment, of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 2. Exhibit C, Request for Payment Form, of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 3.- Exhibit N, Revenue Reuse Plan, which is attached hereto is adopted and incorporated into the Agreement by this reference. The COUNTY authorizes the application of Business Income and hereby waives prohibition of expending Business Income for the items delineated in Exhibit N, Revenue Reuse Plan. 4. Exhibit D, Project Activity Report of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 5. Except as modified by this Second Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. If there is a conflict between the terms of this Second Amendment and the Agreement, the terms of this Second Amendment shall prevail. IN WITNESS WHEREOF, the parties have executed this Second Amendment to Agreement on this 23rd day of June, 2015, with the intention to attach this Second Amendment to the original Agreement. AS TO THE COUNTY: ATTEST: DWIGHT E. BROCK, Clerk , Deputy Clerk Approved as to form and legality: Jennifer A. Belpedio Assistant County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA go AS TO ADMINISTRATIVE ENTITY: WITNESS WITNESS Tim Nance, Chairman ECONOMIC INCUBATORS, INC., a Florida not - for - profit corporation : Joseph Paterno, Vice President 2 a Packet Page -2600- 6/23/2015 165.12. EXHIBIT B METHOD OF PAYMENT a Packet Page -2601- 6/23/2015 16.F.12. METHOD OF PAYMENT ADMINISTRATIVE ENTITY: Economic Incubators Inc. PROGRAM: Collier Soft Landing Accelerator/Incubator Strategy Payment to EIl shall be on a reimbursement basis. Reimbursement will be in accordance with the approved budget and subject to receipt of a completed Request for Payment Form, Exhibit C, along with documentation substantiating the expenditure of funds in accordance with this Agreement. Payment Form Exhibit C, requests for reimbursement, shall be aligned by budget line item. Other supporting documentation as may be required to comply with Grant requirements. On a quarterly basis the Program Activity Report, Exhibit D will be provided. Reimbursement requests will be submitted on a monthly basis. Reimbursement requests will be submitted by the 15th day of the month to the Clerk's Finance and Office of Business & Economic Development, for the immediately preceding month. Reimbursement request submittals complying and conforming to this agreement's requirements will be processed in an expeditious manner in accordance with provisions of the Local Government Prompt Payment Act. Spending by category may not be exceeded without prior written approval of the County Manager. ContractBudeet Amount: For the contract period commencing on October 1, 2014, through September 30, 2015, the contract amount and bud et are as foil ows. Budget Category Amount Personnel Costs: (salaries, payroll taxes, fringe benefits, and other payroll 257,945 related costs) Director, Administrative Assistant, Web Developer Social Media IMarketer, Regional Global Soft Landing Specialist or contractors equiA,alent to a FTE, Maintenance Specialist, Director of Facilities & Compliance, and Interns Eastern Collier /Immokalee Leases/Both Proiects Facilities & Equipment: 123,662 Insurance: T/Web Communications /Software /Utilities: 42,150 j5-7.305 Professionals Services: (Includes but not limited to 5 Legal, Auditing, Mentoring, Marketing, and Compliance) 156.7508659 Travel, Conferences & Education: 15,060 Supplies and Miscellaneous Costs: (Includes but is not limited to general 30,133 office and operating supplies, postage, shipping, printing & publishing, bank charges, dues, subscriptions, background checks, drug screening, safety inspections, operating licenses and permits and any other expenses that do not otherwise fit into another budget category) A Improvements & Electronic Equipment: (Including but not 450,000 mited to planning, design, engineering, permits, licenses, computers, servers, rinters, copiers, scanners, telecommunication, conferencing equipment, standard multi - functional office furniture & fixtures, modular work & quiet areas, delivery, set -up, installation, service & warranties, all relevant taxes, & other systems & equipment as needed & leasehold improvements) Administrative Entity Fee: 50,000 Total Contract Amount 1,183,005 n Packet Page - 2602 - o 6/23/2015 16.F.12. Overall Year One Accelerator Program Budget: In the first year of the Accelerator Program, two Accelerator sites will be established, managed, staffed and operated. Establishing the Western Collier County site including leasehold improvements, equipment, and furniture and fixtures will be the responsibility of EII. Establishing the Immokalee site including related improvements and equipment will be the responsibility of County staff. EII will be responsible for managing, staffing and operating both sites. Expenditures Amount EII: Western Collier Accelerator establishment as well as management, staffing and operations for both sites:: Director, Administrative Assistant, Web Developer Social Media Marketer, Regional Global Soft Landing Specialist or conrractors enumalent to a FTE, Maintenance Specialist, Director of Facilities & Compliance, and Interns 1,183,005 County: Immokalee Culinary Accelerator establishment and Contract Management 1,240,000 County: Accelerator pilot phase (FY14) management, operations and preliminary Immokalee Accelerator site selection & feasibility analysis 70,000 County: Accelerator Rent Budget & Funding Balance 297,924 Total Expenditures 2,790,929 Revenue /Sources State Department of Economic Opportunity Collier Accelerator 2,500,000 County Contribution $290,929 Total Revenue /Sources $2,790,929 D Packet Page -2603- 6/23/2015 16.F.12. EXHIBIT C REQUEST FOR PAYMENT a 0 Packet Page -2604- 6/23/2015 16.F.12. EXd4tB!T- G REQUEST FOR PAYMENT FORM ADMINISTRATIVE ENTITY• Economic Incubators, Inc. PROJECT: Collier Soft Landing Accelerator /Incubator Strate REQUEST NUMBER: MONTH: AMOUNT: $ FINANCIAL STATUS REPORT PYyefi =' aiR' � - xy 4 i i f loll rc y.. 1 Personnel Costs:: Director, Administrative 257,945 Assistant, Web Design Developer & Social Media Marketing, Director, Regional Global Soft Landing Specialist or contractors �uivalenr u) a FIT, Maintenance Specialist, Director of Facilities & Compliance, and Interns 2 Lease /Fac /Equip 123,662 3 lInsurance 42,150 4 IT /Web /Com/Util -573054"7 5 5 Professional Services 156.750AF>�.44 6 Travel /Conf /Education 15,060 7 iSupplies 30,133 8 JAccelerator Facilities 450,000 Sub -Total Grant Eligible 1,133,005 9 Fixed Admin Fee (County Funded) 50,000 Total 1,183,005 I certify that the service covered by this request have been provided to COUNTY in accordance with the terms and conditions of the Agreement and that the documentation provided in the attached Project Activity Report is true, accurate, and complete. Authorized EII Signature Title Date FOR COUNTY USE ONLY INDEX CODE DOCUMENT # Packet Page -2605- ,ate ,o 6/23/2015 16.F.12. SUB OBJECT P. O. # APPROVED: I verify that Collier County has received the goods and/or services. TYPE OF REVIEW APPROVED DATE FISCAL PROGRAMMATIC Bruce C. Register, Director, Economic Development COMMENTS: 0 Packet Page -2606- 6/23/2015 16.F.12. INSTRUCTIONS FOR REQUEST FOR PAYMENT FORM General: When requesting payment, EII must fill in the appropriate information accurately and within the approved budget areas designated, accompanied by documentation substantiating payments or expenses, and a Project Activity Report, if applicable. Duplicate the form and complete for each payment requested. If additional forms are needed, contact the Economic Development Department. 2. Organization: Provide the operational title of EII as it appears on your Agreement. 3. Program: Provide the title of the program or general service area as contracted. 4. Request Number/Month(s) /Amount: Provide the number of this request. Starting with number one for the first request of the Agreement period and continue sequentially until the final request is made. Indicate month(s) included with request. (Indicate the "number" and "final" when making the last request for payment). The amount of this request must be equal to the Current Expenditure total under the Financial Status Report section. 5. Financial Status Report: a) Budget Categories: These are the only categories in which costs can be incurred and payment requested and approved. b) Total (Annual) Approved Budget: Provide the amount in each column that is the maximum of allowable expenses under the terms of the Agreement. c) Expenditures: 1. Current Request: Provide reimbursable dollar amounts which are being submitted in this request for the current period. Make entries only in lines containing an approved budget amount, as costs incurred in other than budgeted categories will not be allowed. Attach back -up documentation of any and all expenses incurred during the current period. 2. Year to Date (YTD) Request: Provide a total amount of all funds requested to date and include the amount of this request. (This amount will be the previous "Year to Date" total plus the "Current" period request.) d) Remaining Balance_: Provide the total balance of funds available in each line item where an approved budget amount appears. (This amount will be the Total Approved Budget minus the Expenditures year to date (YTD). This figure cannot be a negative. Payment from any budget category cannot exceed the amount in the approved budget, unless modified within the terms of this Agreement. e) Authorized EII Signature: Provide the signature of a person within EII, duly authorized to sign for, or obligate EII certifying the goods and/or services rendered under this request were provided as contracted. f) Title: Provide the official EIl/organization title of the person signing the request (i.e., Chairman, Treasurer, Director, etc.). g) Date: Provide the date that the signature was affixed in e. above. Packet Page -2607- 6/23/2015 16.F.12. EXHIBIT C -4 Packet Page -2608- 6/23/2015 16.F.12. Packet Page -2609- 6/23/2015 16.F.12. EXHIBIT D PROJECT ACTIVITY REPORT Packet Page -2610- PROJECT ACTIVITY REPORT ADMINISTRATIVE ENTITY: Economic Incubators, Inc. PROJECT: Collier Soft Landing Accelerator /Incubator Strategy REPORT PER10D A / lrfNAAM TCLJAAT7XTTC• THROUGH 6/23/2015 16.F.12. ll l+liV 111 Li ✓aia• ♦Y +, a Quarterly Report A: Implementing Operations B: Implementing Team pa ment No. 1. a. Establish accounting controls, fiscal Director on board. 12,500 Submit management, and audit preparation. 12/30/14 b. Establish human resource functions including payroll, benefits, and insurance. 2 a. Maintain accounting controls, fiscal Submit management, and audit preparation, Assistant, Intern, and Web 12,500 3/31/15 b. Maintain human resource functions Developer Social Media including payroll, benefits, and insurance. Marketer on board. c. Facility Selection and lease for Western Collier County Accelerator, accomplished. d. Start procuring equipment and furnishings for Western Collier County Accelerator, as needed. 3. a. Maintain accounting controls, fiscal Submit management, and audit preparation Regional Global Soft Landing 12,500 6/30/15 b. Maintain human resource functions Specialist on board or including payroll, benefits, and insurance. contractors equivalent to a FTE, c. Commence procurement of pFSSufe equipment and furnishings for Western Collier County Accelerators, as needed. E-euxi�, Aeeelerater Speraialist On bear-El. Pai4 time 4 a. Maintain accounting controls, fiscal Proceed with recruitment 12,500 Submit management, and audit preparation. process for a Eastern Collier 9/30/15 b. Maintain human resource functions County Accelerator Director including payroll, benefits, and insurance. of Facilities & Compliance Gellief Gounty and Eastern Collier County c Westefa impr-evernents, and grand Opening, Accelerator Maintenance aeeemplished-. Specialist. 4, Secure lease or sublease for Eastern Collier County Accelerator. (r Packet Page -2611- 6/23/2015 16.F.12. II. PROBLEMS: III. STATUS REPORT ON PROVISION OF SERVICES: (include report period and year - to -date) UNITS OF ANNUAL YEAR SERVICE PROGRAM REPORT TO % OF GOAL PROVIDED GOAL PERIOD DATE COMPLETED Project Activity Reports 4 IV. OTHER COMMENTS: Quarterly Project Activity Reports become due 30 days following the last day of reporting period. Reporting periods for purposes of this agreement should commence October 1, 2014 unless otherwise specified. SUPPORTING ATTACHMENTS: With each Request for Payment, a Project Activity Report must provide details for each period and at year end, documenting the delivery of the services in the Accelerator Office space, to its tenants and other client businesses, including but not limited to: outreach and promotion efforts, training /education programs, number of businesses receiving technical assistance /counseling, number of businesses created, number of jobs created, average salary of jobs created/ranges, and report any new business spinoffs. The Project Activity Reports should outline these efforts and report quanti the results. A summary of revenues and expenses is to be included as part of the report. Packet Page -2612- 6/23/2015 16.F.12. EXHIBIT N REVENUE REUSE PLAN "t$ Revenue Reuse Plan Quarterly Report Packet Page -2613- 6/23/2015 16.F.12. REVENUE REUSE PLAN ADMINISTRATIVE ENTITY: Economic Incubators Inc. PROJECT: Collier Soft Landing Accelerator Strategy 1. Consistent with the Accelerator Project Budget this Revenue Reuse Plan will govern the use of Business Income as provided for and defined by Article XXXIX of this Agreement and is intended to support all authorized program costs, in the event STATE or COUNTY funds are not available or not reimbursable for the following categories of expenses: A. Organizational Expenses. Authorizes EII to utilize Business Income for purchases not customarily reimbursable by STATE or COUNTY funds related to organization of the administrative entity and to procure mission critical items typically considered appropriate for organizations with similar missions. Specifically, membership in the Florida Retail Association in the amount of $100 Attorney's fees and expenses for the incorporation and 501(c)(3) designation of EII not to exceed $7,600 are allowable. B. Other Expenses. Authorizes EII to utilize Business Income for purchases not customarily reimbursable by STATE or COUNTY funds to procure mission critical items typically considered appropriate for organizations with similar missions. Such expenditures include but are not limited to Food and Non - Alcoholic Beverages (not to exceed $2,400), Program events, Symposiums, Guest Speakers and Presentations, Pitch Events and other related Program Activities. 2. The Administrative Entity will report Business Income and expenditures through quarterly submission, to the Fiscal Agent, of the Revenue Reuse Plan Quarterly Report, the form is herein below. At the expiration of the term of this Agreement, EII will be required to update the Revenue Reuse Plan and obtain approval prior to implementation. 3. Revenue Reuse Estimated Budget. Business Income Revenue Source: Accelerator Member use fees. Business Income Revenue Estimate $12,000 Business Income Approved Bud et Cate ories: Budget Category Estimated Budget Organizational Expenses (not to exceed $7,600) 7,600 Other Expenses (no maximum) 2,000 Other Expenses: Food and Non - Alcoholic Beverages (not to exceed $2,400 monthly) 2,400 Total $12,000 Ci Packet Page -2614- 6/23/2015 16.F.12. Revenue Reuse Plan Quarterly Report Date Business Income Report submitted: Reporting Period From to Description of activities that generated the Business Income (BI): (add listing if required) Description of activities funded by Business Income (BI): (add listing if required) Print Name 1. Business Income Brought Forward 2. Total Amount of Business Income Earned during this reporting period b Accelerator Eastern & Eastern Western 3. Available Business Income 4. Amount of Business Income Expended this reporting period by category Organizational expenses Other Expenses program ants, sympoalum s, guest speaks rs, presentations, pitch nights &other program act Witles Other Expenses Food and Non-AlcoholicBeverastes 5. Balance Business Income AP NUAGDUDGEir= 'l;RllArillCeS Budget Category Budget Current Budget Balance BI Expended this Reporting Period Remaining Balance Organizational expenses $7,600.00 $0.00 SO.00 $0.00 Other Ex enses $2,000.00 $0.00 $0.00 $0.00 Other Ex Food Non - Alcoholic $2,400.00 $0.00 $0.00 $0.00 Total 1 $12,000.00 $0.001 SO.00 $0.00 Certification of Preparer To the best of my knowledge, the data on this form is correct and all disbursements were made in accordance with grant regulations. I certify that all Business income is maintained In a separate fundlaccount. Name and Signature of Preparer: Name and Signature of Authorizing Official: Print Name Print Name Packet Page -2615- 6/23/2015 16.F.12. FIRST AMENDMENT TO AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND ECONOMIC INCUBATORS, INC. This AGREEMENT is made and entered into as of this 1 0th day of March, 2015, by and between COLLIER COUNTY, a political subdivision of' the State of Florida (the `COUNTY" or "Fiscal Agent ") and ECONOMIC INCUBATORS, INC., a Florida not -for- profit corporation ( "EII" or "Administrative Entity "). WITNESSETH WHEREAS, on November 18, 2014, Agenda Item 11 C, the Board of County Commissioners approved an agreement between the County and EII (the "Agreement ") designating EII as the Administrative Entity for the Accelerator Project, effective October 1, 2014; WHEREAS, the Grant agreement approval process, was delayed as result of implementation of new state grant policy requirements, and updated construction completion estimates for the Eastern Commercial Culinary Kitchen in Immokalee have caused the County to actively seek adjustment of the project schedules; WHEREAS, EII's current contract with Collier County is scheduled to end in September 2015, therefore EII is unable to enter into a multi -year lease to secure viable space for the duration of the Accelerator Project; WHEREFORE, the County will be the leaseholder and responsible for rent payments which requires adjusting EII's shortened budget cycle and the reduction of related rent and expenses; WHEREAS, the parties wish to amend the Agreement as stated below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend the Agreement as set forth below. 1. Exhibit B, Method of Payment, of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 2. Exhibit C, Request for Payment Form, of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 3. Exhibit D, Project Activity Report of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 1 Packet Page -2616- & 6/23/2015 16.F.12. 4, Exhibit G, Rotes and 1t,esponsibiliLies of Administrative Entity, of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 5. Exhibit H, Roles and Responsibilities of Fiscal Agent, of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 6. Except as modified by this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. If there is a conflict between the ternis of this First Amendment and the Agreement; the terms of this First Amendment shall prevail. IN WITNESS WHEREOF, the parties have executed this First Amendrent to Agreement on this 10th day of March, 2015, with the intention to attach this First Amendment to the original Agreement. AS TO THE COUNTY: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerl� COLLIER COUNTY, FLORIDA J�ByS.' BA 7 we 29 0, Approved as to form and legality: .T er A. Belpedibj � Assistant Coiinty Attorney AS TO ADMINISTRATIVE ENTI'T'Y: j,r'"; '-art }�' rf •-�- � �- WITNES d WITNESS r Tim Nance, Chairman ECONOMIC INCUBATORS, INC., a Florida not - for -proEt corporation By; Joseeph Paterno, Vice President 2 Packet Page -2617- 6/23/2015 16.F.12. EXHIBIT B METHOD OF PAYMENT FAA =4 -- FY2 ADMINISTRATIVE ENTITY: Economic Incubators, Inc PROGRAM: Collier Soft Landing Accelerator /Incubator Strategv Payment to EII shall be on a reimbursement basis. Reimbursement will be in accordance with the approved budget and subject to receipt of a completed Request for Payment Form, Exhibit C, along with documentation substantiating the expenditure of finds in accordance with this Agreement. Payment Form Exhibit C, requests for reimbursement, shall be' aligned by budget line item. Other supporting documentation as may be required to comply with Grant requirements. On a quarterly basis the Program Activity Report, Exhibit D will be provided. Reimbursement requests will be submitted on a monthly basis. Reimbursement requests will be submitted by the 15th day of the month to the Clerk's Finance and Office of Business & Economic Development, for the immediately preceding month, Reimbursement request submittals complying and conforming to this agreement's requirements will be processed in an expeditious manner in accordance with provisions of the Local Government Prompt Payment Act. Spending by category may not be exceeded without prior written approval of the County Manager, Contract/Budget Amount: For the contract period commencing on October 1, 2014, through Se tember 30, 2015, the contract amount and budget are as follows: Budget Category Amount Persoosts: (salaries, payroll taxes, fringe nnel C e benefits, and other payroll 257,945 4� related costs) Assistant, Web Developer Social Media Marketer. n�.Feetef_ Regional Global Soh Lnnd_i_n_e Eastern Collier/Immokalee Leases /Both Projects Facilities &Equipment: 123,662 207,11 Insurance: lT/Web/ Co ill munications /Software /Utilities: 42,150 -3359 127,305 49,94 -5 Professionals Services: (Includes but not limited to Legal, Auditing, Mentoring, Marketing, and Compliance) &6,750 48,023 Travel, Conferences & Education: 15,060 23 Supplies and Miscellaneous Costs: (Includes but is not limited to general 30,133 office and operating supplies, postage, shipping, printing & publishing, bank charges, dues, subscriptions, background checks, drug screening safety inspections, operating licenses and permits and any other expenses that do not otherwise fit into another budget category) Accelerator Improvements & Electronic Equipment: (Includingbutnot 450,000 limited to planning, design, engineering, permits, licenses, computers, servers, printers, copiers, scanners, telecommunication, conferencing equipment, standard & multi- functional office furniture & fixtures, modular work & quiet areas, delivery, set -up, installation, service & warranties, all relevant taxes, & other systems & equipment as needed & leasehold improvements) Administrative Entity Fee: 50,000 Total Contract Amount 1,183,605 1,"Y -.Q8 �°N Um Packet Page -2618- 90 6/23/2015 16.F.12. Overall Year One Accelerator Program Budget: In the first year of the Accelerator Program, two Accelerator lfw"MMe -sites will be established, managed, staffed and operated. Establishing the Western Collier County site including leasehold improvements, equipment, and furniture and fixtures will be the responsibility of EII. Establishing the Immokalee site including related improvements and equipment will be the responsibility of County staff. EII will be responsible for manal;ing, staffing and operating both sites. Ex enditures Amount EII: Western Collier Accelerator data+ establishment as well as management, staffing and operations for both sites:: Director, Administrativc Assistant, Web Developer Social Media Marketer, Pieeelor; Regional Global Soo landing Specialist, Maintenance Specialist, Director of Facilities & Compliance, and Luems County: lmmokalee Culinary Accelerator 1-nea batei establishment and Contract 1,240,000 Management County: Accelerator Iwaba4oi pilot phase (FY14) management, operations and preliminary Immokalee Accelerator Iflz4b -atw site selection & feasibility analysis 70,000 County: Accelerator Rent Budget & Funding Balance 297,924 Total Ex enditures 2,790,929 Revenue /Sources State Department of Economic Opportunity Collier Accelerator later Grant 2,500,000 County Contribution $290,929 Total Revenue /Sources $2,790,929 M. Packet Page -2619- 6/23/2015 16.F.12. EXHIBIT C REQUEST FOR PAYMENT FORM COLLIER COUNTY ECONOMIC DEVELOPMENT DEPARTMENT ADMINISTRATIVE ENTITY: Economic Incubators, Inc. PROJECT: Collier Soft Landing Accelerator /Incubator Strategy REQUEST NUMBER: MONTH: AMOUNT: $ FINANCIAL STATUS REPORT :Annual = Txiv Lures x inintn " g': No Budget, C�tego�3 . _ _ .liutlg�t � _ Request "" °'kTD 12eguest , ��- Ba[ancc_ ° -; 1 Personnel Costs:: Director, Administrative Assistant, Web Design Developer & Social Media Mnrkoting, Director, Regional Global Soh Lauding Specialist, Maintenance Specialist, Director of Facilities & Compliance, and lnlerns 257,945 2 Lease /Fac/Equip 123 62 3 Insurance 41150 3633fl 4 IT /Web /Corn/Util 127,305 "rte 5 Professional Services 8G,750 48,02a 6 Travel /Conf/Education 15,060 ?5 7 Supplies 30,133 8 Accelerator Facilities 450,000 Sub Total Grant Eligible 9 Fixed Adrnin Pee (County Funded) 50,000 Total I,I&3,005'x, 99,,92 I certify that the service covered by this request have been provided to COUNTY in accordance with the terms and conditions of the Agreement and that the documentation provided in the attached Project Activity Report is true, accurate, and complete. Authorized EII Signature Title Date FOR COUNTY USE ONLY INDEX CODE DOCUMENT# C•1 Packet Page -2620- �4r' SUB OBJECT P. O. # 6/23/2015 16.F.12. PROVED: I verify that Collier County has received the goods and /or services. TYPE OF REVIEW APPROVED DATE FISCAL PROGRAMMATIC Bruce C. Register, Director, Economic Development COMMENTS: C -2 Packet Page -2621- 6/23/2015 16.F.12. INSTRUCTIONS FOR REQUEST FOR PAYMENT FORM Generat: When requesting payment, Ell must fill in the appropriate information accurately and within the approved budget areas designated, accompanied by documentation substantiating payments or expenses, and a Project Activity Report, if applicable. Duplicate the form and complete for each payment requested. If additional forms are needed, contact the Economic Development Department. 2. Organization: Provide the operational title of EII as it appears on your Agreement. 3. Prom-am: Provide the title of the program or general service area as contracted. 4. Request Number/Month(s)/Amount: Provide the number of this request. Starting with number one for the first request of the Agreement period and continue sequentially until the final request is made. Indicate month(s) included with request. (Indicate the "number" and "final' when making the last request for payment). The amount of this request must be equal to the Current Expenditure total tinder the Financial Status Report section. 5. Financial Status Report: a) Budget Categories: These are the only categories in which costs can be incurred and payment requested and approved, b)Total (Annual) Approved Budget: Provide the amount in each column that is the maximum of aiiowable expenses under the terms of tine Agreement. c) Expenditures: 1. Current Request: Provide reimbursable dollar amounts which are being submitted in this request for the current period. Make entries only in lines containing an approved budget amount, as costs incurred in other than budgeted categories will not be allowed. Attach back -up documentation of any and all expenses incurred during the current period. 2. Year to Date (YTD) Request: Provide a total amount of all funds requested to date and uiclude the amount of this request. (This amount will be the previous "Year to Date" total plus the "Current" period request.) d) Remaining Balance: Provide the total balance of fluids available in each Line item where an approved budget amount appears. (This arnount will be the Total Approved Budget minus the Expenditures year to date (YTD). This figure carmot be a negative. Payment from any budget category cannot exceed the amount in the approved budget, unless modified within the terns of this Agreement. e) Authorized EH Signature: Provide the signature of a person within EII, duly authorized to sign for, or obligate EII certifying the goods and /or services rendered under this request were provided as contracted. f) Title: Provide the official Ell/organization title of the person signing the request (i.e., Chairman, Treasurer, Director, etc.). g) Date: Provide the date that the signature was affixed in e. above. C -3 GO Packet Page -2622- EXHIBIT CA Salaries: Director, Administrative Assistant, Web Design Developer & Social Media Marketing, Director, Regional Global Soft Landing Specialist Maintenance Specialist, Director ofFaciliiies & Comniiance, mid Interns Taxes -State W /C -EE- Grouo Insurance Equipment lease Facilities expense Leases Equip rep & mnt Eouioment- fr-ofT it Cloud services C -4 Packet Page -2623- 6/23/2015 16.F.12. 80 6/23/2015 16. F.12. C -5 it Packet Page -2624- 221 EXHIBIT D PROJECT ACTIVITY REPORT ADMINISTRATIVE ENTITY: Economic Incubators, Inc. PROJECT: Collier Soft Landing Accelerator/Incubator Strateg REPORT PERIOD ACCOMPLJSHMFNTS_ THROUGH 6/23/2015 16. F.12. Report No. A: Implementing Operations R: Implementing Team Quarterly Payment 1. a. Establish accounting controls, fiscal Director., A4+Rin „.mac 12,500 Submit management, and audit preparation. Assist...., and into w on board. 12 b. Establish human resource functions 12/30/14 including payroll, benefits, and insurance. 4^ ;lily gejarAie,, lease f Sl lest^, -.. e. aaEl F 2. a. Maintain accounting controls, fiscal Submit management, and audit preparation. Assistant, Intern, and Web 12,500 3/31115 b. Maintain human resource functions Developer Social Media including payroll, benefits, and insurance. lease fer Rasten.Goliie: Marketer on board, Regional Global SeA ... iEg c.Seeur -a Qeu n:” A eseler^t ^r plishea. Facility Selection and lease for Western Collier County Accelerator, accomplished. d. Start procuring equipment and furnishings for Western Collier County Accelerator, as needed. 3. a. Maintain accounting controls, fiscal Submit management, and audit preparation Regional Global Soft Landing 12,500 Specialist. Eastern Collier 6/30/15 b. Maintain human resource functions including payroll, benefits, and insurance. County Accelerator Director of Facilities & Compliance on , a board. Eastern Collier County aGeemplished Accelerator Maintenance _ad. Procure equipment and furnishings for Specialist on board. Part -time Western Collier County Accelerators, as Eastern Collier County needed. Accelerator intern on board. d. Secure lease or sublease for Eastern Collier County Accelerator. 4 a. Maintain accounting controls, fiscal Full staff (as identified above) 12,500 Submit management, and audit preparation. 9A 515 b. Maintain human resource functions 9/30/15 including payroll, benefits, and insurance. c. Western Collier County construction, improvements, and Grand Opening, accomplished. )~ ^^ter„ Collie]- County A reejerate Open ^ ,l pliShe C•6 Packet Page - 2625 - -' 1I. PROBLEMS: IIl. STATUS REPORT ON PROVISION OF SERVICES to -date) 6/23/2015 16.F.12. (include report period and year- UNITS OF ANNUAL YEAR SERVICE PROGRAM REPORT TO % OF GOAL PROVIDED GOAL PERIOD DATE COMPLETED Project Activity Reports 4 IV. OTHER COMMENTS: Quarterly Project Activity Reports become due 30 days following the last day of reporting period. Reporting periods for purposes of this agreement should cornmence October 1, 2014 unless otherwise specified. SUPPORTING ATTACHMENTS; With each Request for Payment, a Project Activity Report must provide details for each period and at year end, documenting the delivery of the services in the Accelerator lgieu6tA Office space, to its tenants and other client businesses, including but not limited to: outreach and promotion efforts, training /education programs, number of businesses receiving technical assistance /counseling, number of businesses created, number of jobs created, average salary of jobs created/ranges, and report any new business spinoffs. The Project Activity Reports should outline these efforts and quantify the results. A summary of revenues and expenses is to be included as part of the report. D -2 Packet Page -2626- "� 6/23/2015 165.12. EXHIBIT G ROLE AND RESPONSIBILITIES OF ADMINISTRATIVE ENTITY The Administrative Entity shall organize, administer, and operate the Project as outlined below within the Scope of Services delineated in Exhibit A of the Agreement. The Administrative Entity will not be monetarily penalized by reduction in its Administrative Fee for the Project activity objectives and outcomes which are beyond the Scope of Services and deliverables defined in this Agreement. EII's reimbursements from COUNTY will not be withheld for failure to meet Project activity objectives and outcomes which are beyond the Scope of Services and deliverables defined in this Agreement. The Administrative Entity shall develop and implement the policies with regard to the Scope of Services it has been entrusted to perform in Exhibit A of the Agreement and the Project outlined below. The Administrative Entity, in collaboration with the Project Director, will comply with Exhibit "J" Project Purchasing Procedures. The Administrative Entity shall provide budgetary advice based on the Project Director's proposed budget and the budget is to be approved by COUNTY. 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 itp.m rPrnm7 §� n rpriviPtinn in tl,r l��iri rot tl. -G':. ^_7 A ......a — t__ u1 uil vuLl�'l.l L11L i- i3l,ai 11C.11L [7.b'11-;GJ LU DU responsible for the negative fiscal impact or reimburse Administrative Agent for the negative fiscal event. The Administrative Entity shall be held harmless from liability or responsibility for the return of STATE funds pursuant to Article =. The Administrative Entity will recruit organizational staff, awarding competitive compensation in order to fulfill the professional competency intended and required by the approved Business Plan (Exhibit E). The Administrative Entity shall administer Business Income according to COUNTY approved Budget. The Administrative Entity will report private sector in -kind contributions quarterly utilizing Exhibit "L" Administrative Entity will enter into a lease agreement or sublease agreement for the Eastern Collier County Culinary Accelerator. Administrative Entity will enter into a lease agreement or sublease agreement for the Westem Collier Cojm Culinary Accelerator. G -1 Packet Page -2627- 6/23/2015 16.F.12. Administrative Entity will provide management of leases, subleases and related real estate issues, including insurance, leasehold improvement and upgrades with the exception of the leasehold improvements and upgrades to the Immokalee Culinary Kitchen which will be performed by COUNTY. For purposes of this Agreement the Project shall: A. Be defined to include the oversight and policy direction provided by the BCC. B. Be administered consistent with Exhibit "E ", BCC approved Business Plan, unless otherwise directed by the BCC. C. Include the audit requirements in Exhibit "K ". D. Include the efforts of both EII and COUNTY working as a team and cooperating to achieve Project success. COUNTY may continue to perform mutually agreed functions which are within the Scope of Services of the Administrative Entity, including but not limited to the expense and procurement of the Immokalee Culinary Kitchen build -out and supply, therefore coordination between the Contract Manager and the County Manager or his designee is essential. G -2 Packet Page -2628- - 6/23/2015 16.F.12. EXHIBIT H ROLE AND RESPONSIBILITIES OF THE FISCAL AGENT COUNTY, as a public entity, has responsibilities for fiends received from the State 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 Project 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 has the liability or responsibility for the return of STATE funds pursuant to Article XVIII. The Fiscal Agent shall propound the audit requirements for the Agreement and delineated in Exhibit "K ". Leasehold improvements and upgrades to the hnmokalee Culinary Kitchen which will be performed by COUNTY. Fiscal Agent will enter into a lease agreement or sublease agreement for the Western Collier County Accelerator. H -1 Packet Page -2629- 6/23/2015 16.F.12. AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND ECONOMIC INCUBATORS, INC. This AGREEMENT is made and entered into as of this 1" day of October, 2014, by and between COLLIER COUNTY, a political subdivision of the State of Florida (the "COUNTY" or "Fiscal Agent ") and ECONOMIC INCUBATORS, INC., a Florida not - for - profit corporation ( "EII" or "Administrative Entity "). RECITALS: 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 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 Packet Page -2630- , 6/23/2015 16.F.12. WHEREAS, COUNTY has adopted a Soft Landing Accelerator \Incubator Development Strategy with the specific purpose to greatly enhance the employment opportunities and careers of Collier County citizens; and WHEREAS, COUNTY is the Grantee under Department of Economic Opportunity Grant Agreement #SL007 ( "DEO Agreement "), for the receipt of a state grant in the amount of $2,500,000 to facilitate the COUNTY'S Soft Landing Business Accelerator Project and this Agreement with EII, which is attached hereto as Exhibit "M "; and WHEREAS, the COUNTY recognizing advantages of having a not - for - profit entity to administer the Collier Soft Landing Accelerator \Incubator Development Strategy (hereinafter referred to as the "Project ") and through discussions with Southwest Florida Workforce Development Board, Inc. ( "SWFLWDB ") having the competency and regional capabilities to successfully manage the Project, 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 established through the efforts of SWFLWDB and which will be managed by SWFLWDB through a contractual agreement with EII. WITNESSETH: NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, COUNTY and EII agree as follows. ARTICLE I SCOPE OF SERVICES AND FUNDING SOURCE Eli shall administer the Project for COUNTY by providing the services and activities described in Exhibit "A ", Scope of Services, which is attached hereto and incorporated herein as if fully set forth below. The Project's first annual budget is set forth in Exhibit "B ", which is attached hereto and incorporated herein as if fully set forth below. This budget is conditioned upon Collier County receiving appropriated funds from the STATE for the Project. ARTICLE II ADMINISTRATIVE ENTITY /FISCAL AGENT AND GOVERNANCE The parties agree that, subject to the provisions of this Agreement, EII shall serve as the Administrative Entity for the Project for the Term (as defined below) of this Agreement. The role and scope of the "Administrative Entity" is delineated in Exhibit "G" which is attached hereto and incorporated herein by this reference. Oversight and policy direction of the Project shall be provided at all times by the Collier County Board of County Commissioners ( "BCC ") until such time as a permanent governance structure similar to the advisory board described in Exhibit "I" is established and EII has been provided written notice of the same. 2 .f ti Packet Page -2631- 6/23/2015 16. F.12. The parties further agree and acknowledge that COUNTY is and will remain the Fiscal Agent of all public funds garnered for the purposes of this Project throughout the life of this Agreement. The role and scope of the "Fiscal Agent" is delineated in Exhibit "H" which is attached hereto and incorporated herein by this reference. All local, state and Federal funds received for this Project shall be processed by COUNTY, excluding any grants received by EII which shall not require COUNTY processing. ARTICLE III PERIOD OF AGREEMENT This Agreement shall be effective upon execution by both parties and shall cover services provided for the period (the "Term ") from October 1, 2014 ( "Term Commencement Date ") to September 30, 2015 ( "Term End Date "). This Term shall automatically renew and be extended for one additional year on the same terms and conditions herein unless either party gives the other written notice of its intent not to renew at least 30 days prior to the Term End Date. At least 60 days prior to Term End Date, the parties will meet to consider what changes, if any, need to be made to the Agreement including, without limitation, the following fiscal year's Scope of Services and Payment Schedule. This Agreement is subject to approval by the Department of Economic Opportunity ( "DEO "). In the event this Agreement is not approved by DEO, the parties shall have a period of twenty (20) days to negotiate and agree upon an amendment to this Agreement to address any reasons for DEO disapproval or conditions imposed by DEO. In the event the parties are unable to finally agree upon an amendment for said purpose in the twenty (20) day period, either party may tenninate this Agreement by written notice to the other party. Notwithstanding the Term of this Agreement, EII shall not be obligated to commence activity of services hereunder until EII receives Initial Funding. ARTICLE IV CONSIDERATION AND PAYMENTS This Agreement shall not exceed $1,480,929 which shall be paid by COUNTY, to reimburse the Administrative Entity for its eligible Project Costs and Administrative Fee. For its activity under this Agreement, County shall pay to EII an annual Fixed Administrative Entity Fee (the "Administrative Fee ") of Fifty Thousand Dollars ($50,000.00) which will be paid in four (4) equal quarterly payments of $12,500.00. The Administrative Entity duties as described in Exhibit A and Exhibit G will be demonstrated by the submission of a Quarterly Project Activity Report as provided in Exhibit D and a Request for Payment Form, Exhibit C (collectively "Quarterly Payment Request "). Quarterly Payment Requests for the Administrative Fee shall be provided to the COUNTY on or before 15 days following the end of the COUNTY fiscal year quarter. Payments of the Administrative Entity Fee shall be made by COUNTY to EII in strict accordance with provisions of the Local Government Prompt Payment Act. The Administrative Fee shall be paid from COUNTY funding. For its activity under this Agreement relative to Accelerator development, construction, equipment acquisition and installation, personnel, lease, operating and maintenance costs and professional services, (collectively, "Project Costs "), COUNTY shall on a monthly basis reimburse EII for eligible costs. All Project Costs to be reimbursed from STATE funding shall r•. Packet Page -2632- J� 6/23/2015 16.F.12. be submitted in accordance with customary STATE procedures and in a form acceptable to both the STATE and COUNTY. All Project Costs to be reimbursed from COUNTY funding shall be submitted in accordance with customary COUNTY procedures and in a form acceptable to COUNTY as outlined in Exhibits "B ", "C" and "D ", which are attached hereto and incorporated herein by this reference. Ell will submit requests for reimbursements on a monthly basis. Requests will be submitted by the 15`h of the following month. Reimbursements shall be made by COUNTY to Ell in accordance with provisions of the Local Government Prompt Payment Act. COUNTY shall not unreasonably withhold or delay funding any cost reimbursement request of EII for Project Costs. In no case will the total amount of COUNTY funding for the Project exceed $500,000.00 in COUNTY's Fiscal Year 2015; provided, however, that it is understood by the parties that any other Project Costs in excess of that amount would be reimbursed from other sources including, without limitation, STATE appropriations and private funding. The DEO Agreement provides for an advance of funding, as supported by State Statute, in the amount of $ 495,000.00. The COUNTY shall pay $395,000.00, ( "Initial Funding ") to EII, as expeditiously as possible and no later than 30 days after the COUNTY's receipt of Initial Funding. The Initial Funding will be used by EII for cash flow requirements of both Accelerator operations and development. With the completion of Accelerator site development in the 2nd quarter the cash balance requirement of EIl will be reduced. In order to right size the cash balance, beginning July 1, 2015, monthly reimbursements will be adjusted downward as needed to right size EII cash balance by August 30, 2015. It is anticipated that the balance will be reduced to approximately one - month's anticipated operating cost. Continued adjustments will be made to reduce the cash balance through an orderly spend down of the remaining fund balance, with the objective being a minimal fund balance when the program budget is reconciled at the end of the contract period. Eligible operating expenses incurred to provide services consistent with the Scope of Services described in Exhibit "A" are outlined in Exhibit "B ". STATE or Private funds may be expended; however no STATE or COUNTY funds will be expended for EII's purchase of prepared food, beverages or entertainment costs or in support of unapproved expenditures and functions. Costs associated with culinary activities may include food staples and other food items necessary for operations. Private funds may be expended for hospitality purposes which may include purchase of alcohol. Pursuant to its contract with STATE, COUNTY's obligation to reimburse EII under this Agreement is contingent upon funds appropriated by COUNTY or the STATE's funding commitments to COUNTY. Within 48 hours of its awareness of a funding shortfall, COUNTY shall notify EII if there will be a shortfall in funding which will impact payments pursuant to this Agreement. The components comprising the budgeted Project Funds are delineated in Exhibit "B ". It is specifically understood by the parties as follows: (a) The Project Funds will be used solely for the Project Costs invoiced to COUNTY for expenses accruing or incurred during the term of this Agreement and will be provided on Packet Page -2633- 6/23/2015 16.F.12. a reimbursement basis upon receipt of an invoice and documentation described herein, with exception of the Initial Funding. EII shall not use the Project Funds for any of the following expenses. (1) Lobbying the Legislature, the Courts, or any state agency of the State of Florida; or (2) Except for those items set forth herein or in the budget, administration of the Project, in excess of the Administrative Fee; or (3) Except for those items pre- approved by the COUNTY, Project Costs incurred before the start date of the Agreement. (b) Any Project Funds not expended for this Project will be forfeited to COUNTY. (c) Any expenditure in connection with the Project that exceeds the total amount of the Project Funds shall be the sole responsibility of EII. ARTICLE V ACCOUNTING RECORDS EII and any of its subcontractors providing any services required to be performed by EII under this Agreement shall retain and maintain all records and make such records available for an audit as may be requested. Records shall include independent auditor working papers, books, documents, and other evidence including, but not limited to, vouchers, bills, invoices, requests for payment, and other supporting documentation, which, according to generally accepted accounting principles, procedures and practices, sufficiently and properly reflect all program costs expended in the activity of this Agreement. The records shall be subject at all times to inspection, review, or audit by state personnel of the Department of Economic Opportunity (DEO), Office of the Auditor General, Chief Financial Officer, Office of the Chief Inspector General, the Comptroller, the Clerk, or other personnel authorized by COUNTY and copies of the records shall be delivered to COUNTY upon request. EII will comply in all material respects with all statutory audit requirements, including Section 215.97, Florida Statutes, and those found in Exhibit "K ", "Special Audit Requirements ", which is attached hereto and incorporated herein by this reference. Requirements for compliance with the audit and monitoring requirements required in this Agreement and Exhibit "K" will be considered a legitimate Project Cost and eligible for reimbursement as such. Expenditures of State funds in accordance with this Agreement shall be in compliance with laws, rules and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures found at www.nivfloridacfo com /aadir /reference ,u� ide/ This Agreement may be charged only with allowable Project Costs resulting from obligations incurred during the term of the Agreement. Any balance of unobligated cash must be refunded to COUNTY. EII will account for Business Income from all sources and will report all income earned by the Project to COUNTY. Ell will administer such Business Income according to the approved Project budget. "Business Income" for purposes of this Agreement is defined to Packet Page -2634 - 6/23/2015 16.F.12. include income from service fees, rental or usage fees; but shall specifically exclude any and all private contributions (in -kind or cash). ARTICLE V1 FINANCIAL STATEMENTS EII shall submit to COUNTY audited financial statements relating to the Project covering the entire period of this Agreement. Such statements will include, all financial statements including, the operating activity and fund balance in sufficient detail to note private and public funding sources, major expenditures, and overhead allocations. The statements shall be submitted within one hundred twenty (120) days after they have been made available by EII's contracted outside audit firm for each of EII's fiscal years covered by this Agreement and shall comply w4h Generally Accepted,. Accounting Principles (GAAP). ARTICLE VII INDEMNIFICATION To the extent allowed by Florida law, EII shall indemnify, defend, and hold COUNTY and STATE and its agencies harmless from all claims, suits, judgments, or damages to the extent the same arise from the negligence of 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 consent 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 and STATE and its agencies harmless from all claims, suits, judgments, or damages to the extent the same arise from the negligence of intentional misconduct of COUNTY in the performance as the Fiscal Agent 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. ARTICLE VIII 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. In the event the non - 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 the annual Administrative Fee will be prorated and paid to EII Packet Page -2635- 4� 6/23/2015 16.F.12. conditioned upon satisfaction of all applicable terms of this Agreement. Upon such prorated payment, no further remuneration shall be due or owed to EII; provided, however, that Ell shall be entitled to appropriate reimbursement of Project Costs accruing or incurred through the date of termination and EII shall return any Initial Funding not otherwise applied to eligible Project Costs.. All nonexpendable property, purchased under this Agreement using Project Funds, shall be returned to COUNTY. Termination notices, as well as all other notices required herein, shall be considered received by EII and COUNTY as provided for in Article XXIX of this Agreement. ARTICLE IX STATE SPECIFIC COMPLIANCE The STATE and the COUNTY have entered into the DEO Agreement. EII is not a party to the DEO Agreement, The COUNTY and EII recognize and acknowledge that the DEO Agreement imposes the following requirements and deliverables upon the COUNTY with respect to the COUNTY's receipt of the grant provided for therein: Requirements: Paragraphs F.11, Funding Requirements of Section 215.971 (1), F.S., G. Grantee Payments, H Final Invoices, I Return or Recoupment of Funds, K Audits and Records, Q Nonexpendable Property, and Attachment 2 Audit Requirements; and Deliverables: Deliverable 2: 1. Site selection for West and East Collier County Accelerator space, review and approval; 2. Western Collier County Accelerator furnishing procurement; 3. Eastern Collier County Accelerator (Immokalee) design contractor procurement; 4. Western Collier County Accelerator (Naples) pilot; 5. Western Collier County Accelerator staff acquisition of Director, Administrative Assistant, and intern (2 FTE and 1 Part-time Intern); 6. Western Collier County Accelerator pilot launch and Accelerator services operational; 7. Review and selection of Administrative Entity and approval of contract, before January 15, 2015, Deliverable 3: 8. Western Collier County Accelerator Grand Opening; 9. Completion of 90% of the Permit Ready Construction Drawings for Eastern Collier County Accelerator; 10. Maintain existing staff (2 FTE and 1 Part-time Intern); 11. Hire Web Developer Social Media Marketer (1 FTE); 12. Hire Director, Regional Global Soft Landing Specialist (I FTE), before April 15, 2015. Deliverable 4, 13. Eastern Collier County Accelerator Ground Breaking; 14. Obtain Building Permit and construction contract for construction of Eastern Collier County Accelerator; 15. Recruit 1 part -time Eastern Collier County Accelerator intern, 16. Hire Eastern Collier County Accelerator Director of Facilities & Compliance; (I FTE), 17. Hire Eastern Collier County Accelerator Maintenance Specialist; (1 FTE), 18. Maintain existing staff (4 FTE and 1 Part- time Intern), before July 15, 2015. Deliverable 5: 19. Grand - Opening Eastern Collier County Accelerator; 20. Maintain existing staff (6 FTE and 2 Part-time Intern), before September 30, 2015, delineated in Exhibit "M ", which is attached hereto and incorporated herein by this reference. Packet Page -2636- 6/23/2015 16.F.12. While EII is not bound by the terms of the DEO Agreement, EII agrees to reasonably cooperate to support the COUNTY with respect to the STATE specific requirements to foregoing requirements and deliverables. ARTICLE X STATEMENT OF ASSURANCE During the Term of this Agreement, EII assures COUNTY that Ell will operate 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 Ell's employees or applicants for employment. Further, EII assures COUNTY of EII's 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 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 XI INSURANCE EII shall, pursuant to the requirements of Exhibit "F ", Insurance Requirements, attached hereto and by reference made a part hereof, procure and maintain throughout the period of this Agreement on behalf of itself and COUNTY, the insurance provided for in Exhibit "F". 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. EIl shall provide COUNTY a Certificate of Insurance documenting such coverage within thirty (30) days of execution of the Agreement by COUNTY. ARTICLE XII CONFLICT OF INTEREST Ell 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 delivery of Packet Page -2637- 6/23/2015 16.F.12. service required hereunder. Ell shall not retain any individual or company with whom EII or any individual member thereof has a financial or other conflict of interest, nor shall EII, in the fulfillment of this Agreement, do business with a for - profit entity in which EII or any individual member has a financial or other interest therein without receiving prior written authorization by COUNTY. ARTICLE XIII DRUG FREE WORKPLACE EII shall administer, in good faith, a policy designed to ensure that EIl's employees, agents and subcontractors are free from the illegal use, possession, or distribution of drugs or alcohol. ARTICLE XIV COMPLIANCE EII shall comply in all material respects with the requirements of all federal, state, and local laws, rules, codes, ordinances and regulations pertaining to this Agreement. ARTICLE XV ASSIGNMENT This Agreement is personal to EII, and may not be assigned or otherwise transferred without the prior written consent of COUNTY. ARTICLE XVI WAIVER A waiver of any obligation 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 XVII NOTICE All notices and other communications required or permitted hereunder shall be in writing and shall be sent by hand delivery, certified mail, return receipt requested, or by a nationally recognized overnight delivery service, and addressed as follows: As to Ell: Economic Incubators, Inc. c/o Southwest Florida Workforce Development Board, Inc. Attn: Joe Paterno, Executive Director 0 Packet Page -2638- 6/23/2015 16.F.12. 9530 Marketplace Road, Suite 104 Fort Myers, FL 33912 With copy to: Coleman, Yovanovich & Koester, P.A. Attn: Gregory L. Urbancic, Esq. 4001 Tamiami Trail N., Suite 300 Naples, FL 34103 As to County: Collier County Attn: County Manager Harmon Turner Building 3299 East Tamiami Trail, Suite 200 Naples, Florida 34112 With copy to: County Attorney Harmon Turner Building 3299 East Tamiami Trail, Suite 800 Naples, FL 34112 Notice shall be deemed to have been given upon personal delivery if hand delivery or on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. ARTICLE XVIII RETURN OF FUNDS Ell hereby acknowledges that it understands that the STATE provided Project Funds appropriated in Fiscal Year 2014 -2015 by the State of Florida are subject to be returned if requested by the Governor of Florida. ARTICLE XIX 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 XX PROJECT PUBLICITY [(1] Packet Page -2639- 4 cl-� 6/23/2015 16.F.12. EII being a not - for - profit corporation receiving public funding or non- monetary contributions through COUNTY shall exercise a good faith effort in recognizing COUNTY for its contribution in all promotional materials relating to the Project and at any event or workshop for which COUNTY funds are allocated. Any news release or other type of publicity must identify the BCC as a funding source. In written materials, the reference to 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 pursuant to this Agreement, and particularly those projects induced with COUNTY funded financial incentives or other contributions, will be planned in cooperation with the COUNTY 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, and potential prospects will be made aware of COUNTY's publicity protocol before final inducement with any incentive packages or contributions. ARTICLE XXI SURVIVABILITY Any term, condition, covenant or obligation which requires action by either party subsequent to termination of this Agreement shall remain enforceable against such party subsequent to such tennination. ARTICLE XXII NO THIRD PARTY BENEFICIARIES This Agreement is solely for the benefit of COUNTY and EII, and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party. No third party is an intended beneficiary so as to entitle that person to sue for an alleged breach of this Agreement. Nothing in this Agreement either express or implied is intended or shall be construed to confer upon or give any contractor, bidder, or other vendor, or any of their officers or employees, or any other person, corporation or governmental entity other than the parties themselves, any right, remedy, or claim under or by reason of this Agreement. ARTICLE XXIII POLITICAL ACTIVITY EII shall not engage, participate or intervene in any form of political activity or campaign on behalf of, or in opposition to, any candidate for public office. ARTICLE XXIV MERGER; MODIFICATIONS 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 li Packet Page -2640- 6/23/2015 16. F.12. not be modified, amended, extended, or canceled, verbally or by conduct of the parties, but only by a written instrument executed by 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 COUNTY and EII. Any program modification must be requested by EII at least ninety (90) days prior to the end of the period of this Agreement. ARTICLE XXV GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by Florida law, or the laws, rules, and regulations of the United States with respect to any services funded by the United States Government. In the event of a dispute under this Agreement, the parties shall first engage in non- binding mediation, with each party sharing equally in the cost. Following an unsuccessful conclusion of this procedure, either party may file an action for appropriate relief in the Circuit Court of Collier County, which shall be the sole and exclusive venue for any dispute arising under this Agreement. In the event of litigation, each party shall bear its own attorneys' fees and legal costs. ARTICLE XXVI SUBCONTRACTS Except as reflected on Exhibit "H ", EII shall be responsible for all work performed and all expenses incurred for the Project subject to reimbursement. (a) Ell may, as appropriate and in compliance with applicable laws, subcontract the delivery of the services for the Program, 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 EIl executes for the Program shall include provisions whereby EII and the subcontractor agree to abide by all local, state and federal laws. (c) Audit requirements in Exhibit "K ", which is attached hereto and incorporated herein by this reference, must be included in any and all subcontracts EII executes for the Program. (d) Articles V, X, XI -XII1, XX, XXVIII -XXX, and XXXI -XXXIX of this Agreement must also be included in all sub - contracts. ARTICLE XXVII INDEPENDENT CONTRACTOR EII is acting in the capacity of an independent contractor and not as a COUNTY employee in the performance of this Agreement. EII acknowledges that COUNTY is not responsible for withholding and tiling national or state taxes or other payroll withholdings on behalf of EII. Ell further acknowledges that neither EII nor the employees of EII will participate in or receive any employee benefits, including health insurance, retirement benefits, 403(b) or 457 plans or worker's compensation benefits provided through COUNTY. 12 Packet Page -2641- 6/23/2015 16. F.12. ARTICLE XXVIII FLORIDA SINGLE AUDIT ACT Ell acknowledges that, by entering this Agreement, it is a "sub- recipient" within the meaning of the Florida Single Audit Act, and it is subject to the provisions thereof, as well as the rules of the Department of Economic Opportunity, the Chief Financial Officer of the State of Florida, Offices of the Chief Inspector General and the Auditor General of the State of Florida related thereto. For that reason, a. EII shall allow COUNTY, DEO, the Chief Financial Officer, the Offices of the Chief Inspector General, and the Auditor General access to the Contractor's records and the Contractor's independent auditor's working papers as necessary to comply with the requirements of the Florida Single Audit Act; b. EII shall notify COUNTY if it becomes subject to a state single audit or project specific audit pursuant to the Florida Single Audit Act; and c. EII shall comply with the other requirements of the Florida Single Audit Act including providing to COUNTY a copy of every fiscal year audit conducted during the contract term years of this Agreement. d. Ell is subject to the requirements under Catalog of State Financial Assistance (CSFA) number 40.012 Collier County CSFA number. For information regarding the Florida Single Audit Act, including the CSFA, Ell should access https: // apps .fldfs.com /fsaa /catalog.aspx. ARTICLE XXIX PUBLIC ACCESS TO RECORDS Ell acknowledges that COUNTY is subject to the provisions of Chapter 119, Florida Statutes relating to public records and that reports, invoices, and other documents EII shall submit to COUNTY under this Agreement may constitute public records for the purpose of the Florida Statutes. EII shall cooperate with COUNTY regarding COUNTY's efforts to comply with the requirements of Chapter 119, Florida Statutes. ARTICLE XXX RECORDS RETENTION EII shall retain all grant records and shall ensure the retention of its independent auditor's working papers for a period of seven (7) years from the date of submission of the Project Activity Report (Exhibit "D ") linked to the final end of the contract term. If any litigation, claim, negotiation, audit, or other action involving records has been started before the expiration of the seven (7) year period, 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 seven (7) years period, whichever is later. 13 Packet Page -2642- 6/23/2015 16.F.12. ARTICLE XXXI NO PLEDGE of CREDIT EII has no authority to, and shall not, pledge the credit of COUNTY or the STATE, or purport to make COUNTY or the STATE a guarantor of payment or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. In no event shall any obligation of COUNTY under this Agreement be or constitute a general obligation or indebtedness of COUNTY, a pledge of the ad valorem taxing power of COUNTY or a general obligation or indebtedness of COUNTY within the meaning of the constitution of the State or any other applicable law. ARTICLE XXXII COMPLIANCE with LAW Ell agrees that all acts to be performed by it in connection with this Agreement shall be performed in strict conformity with all applicable local, state, and federal laws and regulations. ARTICLE XXXIII MINORITY AND SERVICE- DISABLED VETERAN VENDORS EII is encouraged to use small businesses, including minority and service- disabled veteran businesses as subcontractors or sub - vendors under this Agreement. The directory of certified minority and service - disabled veteran businesses can be accessed from the website of the Department of Management Services, Office of Supplier Diversity. EII shall report to COUNTY on a monthly basis its expenditures of the Project Funds with minority and service - disabled veteran businesses. The report shall contain the names and addresses of the minority and service- disabled veteran businesses; the aggregate dollar figure disbursed that quarter for each business; the time period; type of goods or services; and the applicable minority code. If no expenditures were made to minority or service - disabled veteran businesses, EII shall submit a statement to this effect. ARTICLE XXXIV NON - DISCRIMINATION; ANTI - HARASSMENT EII shall not discriminate unlawfully against any individual employed in the performance of this Agreement because of race, religion, color, sex, physical handicap unrelated to such person's ability to engage in this work, national origin, ancestry, or age. EII shall provide a harassment -free workplace, with any allegation of harassment to be given priority attention and action. ARTICLE XXXV PUBLIC ENTITY CRIME LIST: DISCRIMINATORY VENDOR LIST To the extent required by the Florida Statues 287.134(3)(a), Ell acknowledges notice of the requirements of Sections 287.134(2)(b), Florida Statutes. To its knowledge, EII has not been 14 Packet Page -2643- I 6/23/2015 16.F.12. placed on the discriminatory vendor list described by Section 287.134, Florida Statutes. To the extent required by Florida Statutes 287.133(2)(b), EII affirms that it is aware of the provisions of Florida Statutes 287.133(2)(b). ARTICLE XXXVI UNAUTHORIZED ALIENS COUNTY shall consider the knowing employment of unauthorized aliens as described by Section 274A(e) of the Immigration and Nationality Act (codified at 8 U.S.C. §1324a), by EII or any contractor or subcontractor cause for termination of this Agreement. EII shall insert a provision in accordance with this Article in all subcontracts for services in relation to this Agreement. ARTICLE XXXVII PROCUREMENTPROCEDURE EII shall utilize the purchasing procedures contained in Exhibit "J" Project Purchasing Procedures, attached hereto and by reference made a part hereof, for procurements made by EII in fulfillment of the Scope of Services for the Project. ARTICLE XXXVIII STATE & REGIONAL FOCUS The Project staff, services, and programs shall be broadly focused on supporting the entrepreneurial and incubator needs of the State of Florida and 5 county SWFL region. Support may include though not limited to, management of incubators and specific services on a fee or non -fee basis, access to soft - landing global partnerships, activities and programs, and all Project symposiums, events, and programs. ARTICLE XXXIX BUSINESS INCOME The Project is expected to generate Business Income (as defined in Article V above) which may include lease income, service fees and other miscellaneous revenue generated from the Program's operations. Business Income will be managed, collected, recorded, reported and retained by the Administrative Entity within the Project. Business Income is considered unrestricted funds and may be used for program cash flow or for costs that are otherwise allowable uses for STATE and COUNTY funds during the first year unless a waiver is authorized. Business Income will not be required to offset any STATE or COUNTY funds during the first year. In any subsequent year, Business Income will be used to support all program costs. The use of Business Income will require the submission of a revenue reuse plan approved by the Fiscal Agent. At the termination of this Agreement, any unspent Business Income will be returned to the COUNTY or successor of the Administrative Entity. 15 Packet Page -2644- r� 6/23/2015 16. F.12. ARTICLE XL BUDGET MODIFICATION Modifications to the "Budget and Scope" may only be made if approved in advance. For purposes of Ell's operations as Administrative Entity, budgeted fund shifts by Ell between line items and Project components shall not be more than 10% and shall not signify or be construed as a change in scope. Fund shifts that exceed 10% of a line item and a project component shall only be made with Board approval. SIGNATURE PAGE TO FOLLOW REMAINDER OF PAGE LEFT INTENTIONALLY BLANK V Packet Page -2645- 6/23/2015 16.F.12. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first above written. ATTEST: - DWIGHT„F:'t,BZf( ' C CLERK { Approved as to form and legality: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By. ' t-40- M HENNING, C AN ``pC Jennifer A. Belpe Assistant County Attorney �ry ATTEST: ECONOMIC INCUBATORS, INC., a Florida not - for - profit corporation By: qJosePatemo, Vice President State of Florida County of COLLIER I HEREBY CERTIFY THAT this is a true and correct copy of a docume'n't on file in .,. Board Minutes and 1'a� rd' ">jfCol(iel:ounty WIT VH S my hantl&,6 1 seal this'-, day ofr'.,� I d ',CLERK OF 0PURTB" �' 6/23/2015 16.F.12. ACKNOWLEDGMENT OF ORGANIZATION, IF A CORPORATION STATE OF: FLORIDA COUNTY OF, COLLIER 7" The foregoing instrument was acknowledged before me this � day of f. 0 2014, by ��t� A { �� (' t/ I� (Date) (Name of officer title of officer or agent) Of Economic Incubators, Inc. a Florida not - for - profit corporation, on behalf of the corporation, pursuant to the powers conferred upon said officer or agent by the corporation. He /she personally appeared before me at the time of notarization, and i(personally known top A or has produced as identification (Type of identification) N/ and did certify to knowledge of the matters stated in the foregoing instrument and certified the same to be true in all respects. y$arb5CF6td an worn me (or firmed) before me this 1q, n of N 2014. f... TRACY 8. LANSGERHY _.: {� ..I MY CCM USION Y EE 156861 Gcr 13(.9(.7 F Commission Number: ( Notes S gnature and Notary Sea[) 'j RA'a/ 3, &AW 5 Commission Expiration Date (Name of Notary typed, printed or stamped) Packet Page -2647- 6/23/2015 16.F.12. EXHIBIT A SCOPE OF SERVICE FY2014- FY2015 ADMINISTRATIVE ENTITY: Economic Incubators Inc PROGRAM: Collier Soft Landing Accelerator /Incubator Strategy_ EII shall act as the Administrative Entity for the Collier Soft Landing Accelerator /Incubator Strategy and will with reasonable promptness initiate startup operations by hiring an Project Director to initiate general implementation of the BCC adopted Business Plan for Collier County Innovation Accelerators which is attached as Exhibit "E" and includes plans for establishment of a l) Naples Soft- Landing Accelerator and 2) an lmmokalee Culinary Commercial Kitchen Incubator. The designated officers of Ell (serving as the Administrative Entity) exercise executive oversight over the Project Director. EII, as the Administrative Entity, would provide all required administrative support and management functions collaboratively with the Project Director, who would generally be responsible for managing operations, implementation of the Business Plan and providing accelerator and incubator services. Public resources for executing the Project would flow through COUNTY, as the Fiscal Agent, to the Administrative Entity as provided by Article IV of this Agreement. Administrative Entity Functions include, but are not limited to, the following: 1) Hiring of the Accelerator management, staff and all associated human resource functions including payroll, benefits, and insurance. 2) Management of leases and related real estate issues, including insurance, leasehold improvement and upgrades with the exception of the leasehold improvements and upgrades to the Immokalee Culinary Kitchen which will be performed by COUNTY. 3) Procurement of equipment, supplies, goods and services required consistent with Exhibit "J" Project Purchasing Procedures. 4) Disbursement of resources and collection of rents and fees for service. 5) Administrating accounting controls and fiscal management (including submitting Exhibit "L ") for all assets and finances from Private contributions and Business Income. 6) Provide four (4) quarterly Project Activity Reports as delineated in Exhibit "D" to A -1 1 Packet Page -2648- ��, 6/23/2015 16.F.12. COUNTY for Project oversight discussion and /or program refinement. 7) Administer audit requirements as delineated in Exhibit "K ". Additional Services: EII shall maintain and provide the necessary back -up information to document the delivery of operational activities for the Project. The Quarterly Project Activity Report must provide details for each period and at year end, documenting the delivery of the services in the Project space, to its tenants and to its client businesses, including but not limited to: outreach and promotion efforts, training /education programs, number of businesses receiving technical assistance /counseling, number of businesses created, number of jobs created, average salary of jobs created /ranges, and number of new business spinoffs. The Project Activity Reports should outline these efforts and quantify the results for the reporting period. A summary of revenues and expenses is to be included as part of the report. Time is of the Essence: Time is of the essence regarding the obligations, services, and functions set forth in this Agreement. Any additional deadlines for completion of EII's obligation to timely provide deliverables under this Agreement including but not limited to timely submittal of reports are contained herein. A -2 Packet Page -2649- 6/23/2015 16. F.12. EXHIBIT B METHOD OF PAYMENT FY2014 — FY2015 ADMINISTRATIVE ENTITY: Economic Incubators, Inc. PROGRAM: Collier Soft Landing Accelerator /Incubator Strategy Payment to EII shall be on a reimbursement basis. Reimbursement will be in accordance with the approved budget and subject to receipt of a completed Request for Payment Form, Exhibit C, along with documentation substantiating the expenditure of funds in accordance with this Agreement. Payment Form Exhibit C, requests for reimbursement, shall be aligned by budget line item. Other supporting documentation as may be required to comply with Grant requirements. On a quarterly basis the Program Activity Report, Exhibit D will be provided. Reimbursement requests will be submitted on a monthly basis. Reimbursement requests will be submitted by the 15th day of the month to the Clerk's Finance and Office of Business & Economic Development, for the immediately preceding month. Reimbursement request submittals complying and conforming to this agreement's requirements will be processed in an expeditious manner in accordance with provisions of the Local Government Prompt Payment Act. Spending by category may not be exceeded without prior written approval of the County Manager. Contract/Budeet Amount: For the contract period commencing on October 1, 201.4, through September 30, 2015, the contract amount and httriQPt nrP ae fnlln.va• Budget Category Amount Personnel Costs: (salaries, payroll taxes, fringe benefits, and other payroll related costs) 456,131 Director, Administrative Assistant, Web Developer Social Media Marketer, Director, Regional Global Soft Landing Specialist, Maintenance Specialist, Director of Facilities & Compliance, and Interns Leases /Facilities & Equipment: 207,110 insurance: 36,550 IT/We ommunications oftware ti sties: 179,945 Professionals Services: (Includes but not limited to 48,025 Legal, Auditing, Mentoring, Marketing, and Compliance) Travel, Conferences & Education: 23,035 Supplies and Miscellaneous Costs: (Includes but is not limited to general office and 30,133 operating supplies, postage, shipping, printing & publishing, bank charges, dues, subscriptions, background checks, drug screening, safety inspections, operating licenses and permits and any other expenses that do not otherwise fit into another budget category) Accelerator Improvements & Electronic Equipment: (Including but not limited to 450,000 planning, design, engineering, permits, licenses, computers, servers, printers, copiers, scanners, telecommunication, conferencing equipment, standard & multi - functional office furniture & fixtures, modular work & quiet areas, delivery, set -up, installation, service & warranties, all relevant taxes, & other systems & equipment as needed & leasehold improvements) Administrative Entity Fee: 50,000 i Packet Page -2650- 6/23/2015 16.F.12. otal Contract Amount 1,480,929 Overall Year One Accelerator Program Budget: In the first year of the Accelerator Program, two Incubator sites will be established, managed, staffed and operated. Establishing the Western Collier County site including leasehold improvements, equipment, and furniture and fixtures will be the responsibility of EII. Establishing the Immokalee site including related improvements and equipment will be the responsibility of County staff. EII will be responsible for managing, staffing and operating both sites. Expenditures Amount Ell: Western Collier Incubator establishment as well as management, staffing and operations for both sites. : Director, Administrative Assistant, Web Developer Social Media Marketer, Director, Regional Global Soft Landing Specialist, MaintenanceSpecialist, Director of Facilities & Compliance, and Interns 1,480,929 County: Immokalee Culinary Incubator establishment and Contract Management 1,240,000 County: Incubator pilot phase (FY 14) management, operations and preliminary Immokalee Incubator site selection & feasibility analysis. 70,000 Total Expenditures 2,790,929 Revenue /Sources State Department of Economic Opportunity Incubator Grant 2,500,000 County Contribution $290,929 Total Revenue /Sources $2,790,929 IO-VA Packet Page -2651- 6/23/2015 16.F.12. EXHIBIT C REQUEST FOR PAYMENT FORM COLLIER COUNTY ECONOMIC DEVELOPMENT DEPARTMENT ADMINISTRATIVE ENTITY: Economic Incubators Inc. PROJECT: Collier Soft Landing Accelerator /Incubator Strategy REQUEST NUMBER: MONTH: AMOUNT: $ rilvAINUTAL STATUS REPORT Annual Bud et Expenditures .; Remaining Balance' No Budget Cste o ` Current Request`. ; YTD Request 1 Personnel Costs : Director, Administrative Assistant, Web Design Developer & Social Media Marketing, Director, Regional Global Soft Landing Specialist, Maintenance Specialist, Director of Facilities & Compliance, and Interns 456,131 2 Lease/Fac/Equip 207,110 3 Insurance 36,550 4 IT/Web /Cont/Util 179,945 5 Professional Services 48,025 6 Travel /Conf/Education 23,035 7 Supplies 30,133 8 Accelerator Facilities 450,000 Sub -Total Grant Eligible 1,430,929 9 IFixed Admin Fee (County Funded) 50,000 Total 1,480,929 I certify that the service covered by this request have been provided to COUNTY in accordance with the terms and conditions of the Agreement and that the documentation provided in the attached Project Activity Report is true, accurate, and complete. Authorized EIl Signature Title Date FOR COUNTY USE ONLY INDEX CODE DOCUMENT # C -1 Packet Page -2652- SUB OBJECT P. O. # APPROVED: I verify that Collier County has received the goods and/or services. TYPE OF REVIEW APPROVED � DATE FISCAL PROGRAMMATIC Bruce C. Register, Director, Economic Development COMMENTS: C -2 Packet Page -2653- 6/23/2015 16. F.12. 6/23/2015 16.F.12. INSTRUCTIONS FOR REQUEST FOR PAYMENT FORM I. General: When requesting payment, EII must fill in the appropriate information accurately and within the approved budget areas designated, accompanied by documentation substantiating payments or expenses, and a Project Activity Report, if applicable. Duplicate the form and complete for each payment requested. If additional forms are needed, contact the Economic Development Department. 2. Organization: Provide the operational title of EII as it appears on your Agreement. 3. Pro rain: Provide the title of the program or general service area as contracted. 4. Request Number/Month(s) /Amount: Provide the number of this request. Starting with number one for the first request of the Agreement period and continue sequentially until the final request is made. Indicate month(s) included with request. (Indicate the "number" and "final' when making the last request for payment). The amount of this request must be equal to the Current Expenditure total under the Financial Status Report section. 5. Financial Status Report: a) Budget Categories: These are the only categories in which costs can be incurred and payment requested and approved. b)Total (Annual) Approved Budget: Provide the amount in each column that is the maximum of allowable expenses under the terms of the Agreement. c) Expenditures: 1. Current Request: Provide reimbursable dollar amounts which are being submitted in this request for the current period. Make entries only in lines containing an approved budget amount, as costs incurred in other than budgeted categories will not be allowed. Attach back -up documentation of any and all expenses incurred during the current period. 2. Year to Date (YTD) Request: Provide a total amount of all funds requested to date and include the amount of this request. (This amount will be the previous "Year to Date" total lus the "Current' period request.) d) Remaining Balance: Provide the total balance of funds available in each line item where an approved budget amount appears. (This amount will be the Total Approved Budget minus the Expenditures year to date (YTD). This figure cannot be a negative. Payment from any budget category cannot exceed the amount in the approved budget, unless modified within the terms of this Agreement. e) Authorized Ell Signature: Provide the signature of a person within EII, duly authorized to sign for, or obligate EII certifying the goods and /or services rendered under this request were provided as contracted. 0 Title: Provide the official EII /organization title of the person signing the request (i.e., Chairman, Treasurer, Director, etc.). g) Date; Provide the date that the signature was affixed in e. above. C -3 Packet Page -2654- 6/23/2015 16.F.12. EXHIBIT f'-A N o. Budget Category Descri tion Pmt Year , Budget I Personnel Coat Salaries: Director, Administrative Assistant, Web Design Developer & Social Media Marketing, Director, Regional Global Soft Landing Specialist. Maintenance Specialist, Director of Facilities & Compliance, and Interns 381,505 Taxes 29.185 Taxes -State 1.757 W /C -EE 961 Group Insurance 42,723 Personnel Cat 456 Y31. LtsakfFscffiquip `IC Bldg re &mnt 15,300 Equipment lease 7,140 Facilities expense 40,800 Leases 116,500 Equip rep & m t 6,120 E ui ment -ff -off -it not capital) 21,250 I ease/FaclEqu' -. 207,1101 3 Insurance, Insurance -bid a ui 23,800 Insurance - liability /external w/c 12,750 imuranm Total ` 3G 50: 4 [T/W'b/Com/Uf B.&up services 3,825 Cloud services 10,200 Communications -cell 7,140 Communications -data 40,800 Communications -voice 9,180 Disposal 12,750 Help desk- outsourced 26,775 IL/web outsourced 21 250 Software /virus 5,525 Utilities 31,025 Web site svc 5,610 Software & supp. 5,865 Zeb/Cotn/Ut -IT 179 45 5 Professional Le al fees 5,312 Marketing 20,400 Mentonng services 17,000 Auditing & monitoring 5,313 Professional 48,025 C -4 Packet Page -2655- / 6/23/2015 16.F.12. C-5 Packet Page -2656- �` 6/23/2015 16.F.12. EXHIBIT D PROJECT ACTIVITY REPORT ADMINISTRATIVE ENTITY: Economic Incubators, Inc. PROJECT: Collier Soft Landing Accelerator /Incubator Strategy REPORT PERIOD THROUGH ACCOMPLISHMENTS: Report No. A: Implementing Operations B: Implementing Team Quarterly Payment I. a. Establish accounting controls, fiscal Director, Administrative 12,500 Submit management, and audit preparation Assistant, and intern on 12/30/15 b. Establish human resource functions board. including payroll, benefits, and insurance c. Facility Selection and lease for Western Collier County Accelerator, accomplished 2. a. Maintain accounting controls, fiscal Submit management, and audit preparation Web Developer Social 12,500 3/31/15 b. Maintain human resource functions Media Marketer on board. including payroll, benefits, and insurance Director, Regional Global c. Secure lease for Eastern Collier Soft Landing Specialist County Accelerator, accomplished on board. d. Start procuring equipment and furnishings for Western Collier County Accelerator, as needed 3. a. Maintain accounting controls, fiscal Submit management, and audit preparation Eastern Collier County 12,500 6/30/15 b. Maintain human resource functions Accelerator Director of including payroll, benefits, and insurance Facilities & Compliance c. Western Collier County construction, on board. Eastern Collier improvements, and Grand Opening, County Accelerator accomplished Maintenance Specialist on d. Procure equipment and furnishings for board. Part -time Eastern Western Collier County Accelerators, as Collier County needed Accelerator intern on board. 4 a. Maintain accounting controls, fiscal Full staff (as identified 12,500 Submit management, and audit preparation above) 8/15/15 b. Maintain human resource functions including payroll, benefits, and insurance c. Eastern Collier County Accelerator Open House, accomplished II. PROBLEMS: 17015 Packet Page -2657- 6/23/2015 16.F.12. II1. STATUS REPORT ON PROVISION OF SERVICES: (include report period and year - to -date) UNITS OF ANNUAL YEAR SERVICE PROGRAM REPORT TO % OF GOAL PROVIDED GOAL PERIOD DATE COMPLETED Project Activity Reports 4 IV. OTHER COMMENTS: Quarterly Project Activity Reports become due 30 days following the last day of reporting period. Reporting periods for purposes of this agreement should commence October 1, 2014 unless otherwise specified. SUPPORTING ATTACHMENTS: With each Request for Payment, a Project Activity Report must provide details for each period and at year end, documenting the delivery of the services in the Incubator Office space, to its tenants and other client businesses, including but not limited to: outreach and promotion efforts, training /education programs, number of businesses receiving technical assistance /counseling, number of businesses created, number of jobs created, average salary of jobs created /ranges, and report any new business spinoffs. The Project Activity Reports should outline these efforts and quantify the results. A summary of revenues and expenses is to be included as part of the report. D -2 Packet Page -2658- EXHIBIT E BCC APPROVED BUSINESS PLAN A Business Plan for Collier County Innovation Accelerators Prepared by: Marshall R. Goodman, Ph.D W3 Consultants March 31, 2014 Collier County Accelerator Business Plan Packet Page -2659- 6/23/2015 16. F.12. 1 6/23/2015 16.F.12. A Business Plan for Collier County Innovation Accelerators Introduction Collier County has a unique opportunity to develop in partnership with the private sector and the state of Florida, two focused and distinctive business accelerators targeted at entrepreneurs looking to expand their high growth companies through the development of new markets, new joint venture partners, investment resources, and synergistic spaces that allow them to efficiently and cost effectively grow their companies. In a previous "Accelerator Feasibility White Paper" prepared for Collier County, and in a study conducted by the Regional Economic Research Institute at Florida Gulf Coast University, it was found that more than sufficient demand exists for the establishment of incubators/ accelerators, and that they would bring forth a number of positives such as a stronger competitive region, increased access to expertise, resources, entrepreneurial education, greater foreign direct investment, increased attractiveness to venture capital, and the expansion of economic development efforts. Indeed, Collier County is very well suited to emerge as an established state staging portal for attracting entrepreneurs and international business development, as evidenced by the strong relationships the region has been building over the past year with the French government Collier County Accelerator Business Plan 2 Packet Page -2660- 6/23/2015 16.F.12. and French innovation firms interested in business development in Florida. In addition, Collier County offers a strong overall environment in terms of resources, expertise, and a high quality trained workforce for the establishment of the Accelerators: * Naples is currently ranked as the third wealthiest city in the U.S., and has emerged as one of the primary wealth management centers in North America. * The greater Naples community has a very high concentration of investment, legal, and international finance professionals. * Naples is home to the state of Florida's only Angel Investment Fund (Tamiami) which has demonstrated great success. * Collier County is home to the highest concentration of current and former Fortune 500 executives in the nation - one of whom is currently serving as Governor of the state. * Collier County is home to key industries such as hospital health care management, medical manufacturing, informational technology and enterprise software, and major agribusiness commercial operations. * Collier County and SW Florida have established themselves as a premier tourist, restaurant and entertainment destination, with a thriving hospitality marketplace. * The region is exceptionally well served with distinguished accredited institutions of Higher Education with multiple campuses, tens of thousands of enrolled students, professional and graduate degree Collier County Accelerator Business Plan 3 Packet Page -2661- 4q 6/23/2015 16.F.12. programs, and specialized medical and healthcare programs such as University of Miami's Bascom Palmer Eye Institute, and the University of Florida NCEF Pediatric Dental Center. * Collier County also enjoys being a leader in the agribusiness research field and is home to the the University of Florida's Southwest Florida Research and Education Center, as well as a branch of their Institute of Food and Agricultural Sciences. Collier County Accelerator Business Plan Packet Page -2662- 4 6/23/2015 165.12. Goals and First Steps: Creating an Innovation EcoSystem In a succession of milestone decisions in 2013, the Collier County Commission passed by unanimous vote a series of new powerful and innovative economic development initiatives and strategies that would enable the county to launch a number of economic programs. Theses efforts are all aimed at greatly enhancing the employment opportunities and careers for Collier citizens. A recent Commission decision to support the conclusions of the "Collier County Accelerator Feasibility White Paper ", led the County to endorsed three recommendations: (1) to aggressively pursue a wide variety of sources of funding to build the long -term innovative infrastructure necessary to support start-up and soft - landing companies in the county and region; (2) work to develop a plan that would provide initial funding to begin operations; and (3) strategically pursue international linkage opportunities and partnerships in identified focal sector where Collier County has a clear and substantive comparative advantage. Following from the White Paper analysis, this business plan was commissioned to articulate a plan for the development of two distinctively different business accelerators in the County. One Accelerator to be located in Naples Florida, so that it could close to the heart of the business district. This Accelerator would be highly unique in that is would seek to be designated by the National Business Incubator Association as one of only 13 certified soft - landing Accelerators in the nation. This would require having a core mission that focused on the delivery of services to international companies seeking to enter the Florida and U.S. marketplace. Additionally, this Accelerator would seek to develop core competencies in key industry verticals where Collier County already has strength in terms of numbers Collier County Accelerator Business Plan 5 Packet Page -2663- 6/23/2015 16.F.12. of companies, entrepreneurs, and expertise. Two such areas would be in health technology and .tourism and hospitality. The second accelerator would be targeted towards the eastern part of the County centered around the city of Immokalee, and built upon the world -class agribusiness that surrounds that area. This Accelerator would focus on culinary innovation and emerging food technologies within the agribusiness sector, devoted to the development of innovative and new food and beverage products, packaging and delivery. Having a positive economic impact on the communities being served is the primary goal of both Accelerators. Economic development and the creation of jobs must be their core mission through the recruitment and mentoring of innovation companies. In the end, the mission should be to create an innovation ecosystem for high growth companies so that they can develop relationships, partnerships, find venture capital, and take root in Collier County and Florida. The Accelerators would have a number of exceptionally positive outcomes and impacts on the local economy and the region in general including: G. recruiting companies into Florida that create high value employment opportunities for its citizens H. attracting foreign direct investment i. improving export opportunities for Florida companies J. extending and expanding the superb brand recognition the region currently enjoys K. building new futures for young citizens who desire to stay in the region and build their own business Collier County Accelerator Business Plan 6 Packet Page -2664- �P 6/23/2015 16.F.12. L. creating a synergy with the region's educational institutions, and serving as an important feeder into Florida Gulf Coast University's Innovation -Hub Research Park Collier County Accelerator Business Plan Packet Page -2665- Q\f ,, 6/23/2015 16.F.12. Getting Started - First Steps Important first steps for the Accelerators would be to establish the following: 2 Strategic Plan A strategic plan that contains quantifiable objectives to achieve the program mission and measures the projected impacts and outcomes that include the following: 2. t A mission for each accelerator that defines the accelerators role in the community and that contains quantifiable objectives to achieve the program mission. 2.2 Recruitment of Accelerator staff capable of achieving the mission of the accelerator and expertise in helping companies grow, with specific knowledge in soft - landing specialty services. 2.3 Build an effective board of directors committed to the accelerators mission and to maximizing management's role in developing successful companies. 2.4 Prioritize management time to place the greatest emphasis on client assistance, including proactive advising and guidance that results in company success and wealth creation. 2.5 Develop accelerator facility, resources, methods and tools that contribute to the effective delivery of business assistance to client firms and that address the developmental needs of each company. Collier County Accelerator Business Plan g Packet Page -2666- r 6/23/2015 16.F.12. 2.6Seek to integrate the accelerator program and activities into the fabric of the community and its broader economic development goals and strategies. 2.7 Develop stakeholder support, including a resource network, that helps the accelerators program's client companies and supports the incubator's mission and operations. 2.8Maintain a management information system and collect statistics and other information necessary for ongoing program evaluation, thus improving the Accelerators effectiveness and allowing it to evolve with the needs of the clients. 3 Governance It is recommended that Collier County serve as the fiscal agent for the Accelerator project. All state, federal, and grant funds received for this project should be received by the Collier Board of County Commission and processed by the County Clerk's office. It is further recommended that a contract be negotiated for execution with CareerSource Southwest Florida to serve as the administrative agent for this project, with a proposed administrative fee not to exceed 5% of the proposed annual budget for the project. CareerSource Southwest Florida brings many advantages to this project from their expertise in employment and training, to the management of multiple facilities spread throughout the five county Southwest Florida area, to their 501(c)(3) status that allows them to accept private sector contributions. As administrative agent, CareerSource would have the Collier County Accelerator Business Plan 9 Packet Page -2667- 6/23/2015 16.F.12. responsibility to oversee and manage the day to day operations of the Accelerators, including but not limited to: the hiring and oversight of the Accelerator management and staff and all associated human resource functions, management of leases and related real estate issues, as well as oversight for all leasehold improvements and installations, the purchase of equipment and supplies, and the disbursement of resources and collection of rents and fees for service. It is recommended that the County Commission appoints an Ad Hoc Accelerator Advisory Committee composed of public and private representative to provide guidance, support, and expertise to the Accelerator project, and provide a semi - annual report to the Commission regarding Accelerator performance. It is recommended that 6 representatives of the public sector and 5 from the private sector and or non - profit sector make up this 11 person Committee. Suggested public sector representatives may include: A Collier County Commissioner or designee Director of CareerSource Southwest Florida or designee Collier County Economic Development Director or designee Two Collier county staff members or individuals capable of representing one of more of the following business sectors: Smart Health, Tourism /Hospitality, Agribusiness, Transportation, Real Estate, Education Suggested citizen representatives should include: An individual from the banking venture capital industry An individual from the development community An attorney familiar with international business law and /or trade A business representative from the greater Naples area A business representative from the Immokalee area Collier County Accelerator Business Plan 10 Packet Page -2668- (� 6/23/2015 16.F.12. 4 Services & Locational Needs of the Accelerators A. Naples Soft - landing Accelerator The Naples Accelerator should be built on one core philosophy: to provide an innovation ecosystem of professional support that helps businesses surpass their goals by providing a "soft- landing" of coordinated services and referrals. As noted previously, there are presently only 13 certified designated soft - landing accelerators in the nation, none of which are in Florida, so the Naples Accelerator can play not only a major role for the County, but for the State of Florida as well, serving as a "port of entry" for companies that can be. later referred to the portion of the state that best suites their particular business model and needs. To achieve soft- landing certification by the National Business Incubator Association - which can be a two -year process with documented proof of provision of soft - landing expertise and services- it is imperative that the Accelerator has a well trained and experienced staff that maintains a global outlook and offers a wide -range of resources to its clientele. Services that may be provided would include, enterprise and business plan evaluation and diagnosis, commercialization feasibility studies, market channel analysis, pricing policies, integration of supply chains, cost analysis, and other business services that a global high growth clientele will need. As an accelerator geared towards high growth companies, the accelerator needs to be within a synergistic location, with premium information technology support services provided through a network of Collier County Accelerator Business Plan 11 Packet Page -2669- r 6/23/2015 16.F.12. vendors that ensures that companies information technology needs are met. Rents need to reflect a full service model, that provides companies access not simply to space in which to operate, but to a range of services that makes it is easy for them to quickly and efficiently set -up operations and build their businesses. Rental agreements should range from 3 month contracts to a maximum of two years. No companies should be allowed to be incubated beyond the 2 year period without approval of the Accelerator Board, since the overall goal is for companies to use the Accelerator as a place to take root, not to become rooted, so that space can be freed up for the next company that needs support. A -1: Basic services to be provided should include: M. Core office and standard office equipment, including furnishing. N. A common reception area and message forwarding system. o. A common conference room with state of the art conferencing capability that is at a Cisco telepresence level with robot or mobility capability. P. A shared kitchen and full service break area with stocked refreshments and snacks, so as to invite 24/7 usage. Q. Professional support staff, including in -house web developer informational technology professional, and a soft- landing expert. Given the focus on high growth companies, world -class technology in the Accelerator is not just a desire, it needs to be a must have. The following type of informational technology services need to be supported: Collier County Accelerator Business Plan 12 Packet Page -2670- � � 6/23/2015 16.17.12. R. Access to cloud services. s. Access to a data center network. T. Access to 3 -D Printing u. Business continuity and disaster recovery v. Access to 24/7 Information Technology Help Desk w. Access to an Ecommerce website, shopping cart, and hosting services included as part of an Accelerator service bundle Perhaps most importantly, given its soft - landing designation the Accelerator needs to be able to provide either directly or indirectly (through referral at additional cost to the company) a host of soft - landing services including the following: x. Translation services Y. Language training z. Domestic market research and entry assistance AA. Introductions to financial capital and potential funders BB. Intellectual property protection assistance cc. Government regulation information and assistance DD. Import/Export laws and regulation assistance EE. Patent legal assistance FF. Facilitation is obtaining business and driver's licenses GG. Cultural training HH. Immigration and visa assistance ii. Housing assistance JJ. Assistance with employment by assisting with the placement of trailing spouses or partners xx. Assistance with school selection and enrollment schedules A -2: Suggested Locational Needs for Naples Soft - Landing Accelerator Collier County Accelerator Business Plan 13 Packet Page - 2671 l 1 I{ 6/23/2015 16.F.12. The suggested location and space needs for the Naples Soft - landing Accelerator include the following: 1. The location should have excellent access via major roadways and be close to the major business hubs within the region. 2. The location should have a "high tech" modern feel that will attract companies and have an overall "Silicon Valley" campus feel. 3. The location should be close to amenities such as restaurants, hotels, apartments, and shopping centers. 4. The location should have excellent access to high speed internet and cable networks. 5. The location and space must meet all ADA requirements. 6. The location must have an excellent security system and plan installed. 7. The space should be at least 3000 square feet expandable to 6000 square feet as demand requires. 8. The building and space must be accessible 24/7 to users. 9. The space should be in move -in ready condition, so that the Accelerator can get started as quickly as possible once funding has been approved and a staff hired. It is recommended that during any interim period, that the Accelerator staff be allowed to use space within the County's Economic Development offices. Collier County Accelerator Business Plan 14 Packet Page -2672- 6/23/2015 16. F.12. 10. The space should be prewired for high speed data connections among a wide variety of users, and data closets. 11. The space should have from 6 -8 hard wall offices, space for kiosks that have the capability of accommodating multiple users, a conference room suitable for high tech presentations and a small reception area. 12. The space should meet a price -point for at least the first 2 years of operation of no more than $10.00 per square foot. 13. The building or location should be able to provide additional attractive amenities such as recreation facilities. B -1: Immokalee Culinary Accelerator Services & Locational Needs The Immokalee Accelerator needs to provide production and assembly space for culinary related businesses and provide shared office space in an FDA approved and state licensed facility. The Accelerator space should consist of a commercial kitchen with state -of -the art equipment divided into different work stations with adjoining flexible office space that allows for shared and co- working environments. The goal of the culinary kitchen is to meet the needs of: * Start-up food businesses in need of a licensed first facility * Home -based businesses that wish to legalize and grow their operation * Established businesses needing specialized kitchen equipment * Established businesses looking to grow or reach a new market Collier County Accelerator Business Plan 15 Packet Page -2673- `. 6/23/2015 16.F.12. * Food - Preneurs looking to experiment with new food products processes and test items * Food - Preneurs looking for a synergistic gathering place to meet other like minded individuals The Culinary Kitchen would utilize a large shared -use processing area that enables a wide range of food products to be produced such as vegetables, fruits, jams, jellies, soups, sauces, beverages, pies, cakes, breads, seasoning blends, entrees side dishes, and candies. The shared use area should be divided into 5 areas: The "cold- process" area which would be designated for the preparation and processing of produce in its raw state. Typical activities in this area would include post harvest preparation, cleaning, peeling, size reduction, and packaging all in a temperature controlled environment. The "hot process" area that would provide a range of process capabilities including blanching, steaming, cooking, roasting, and baking. The "dry process" area that would be devoted to equipment used for producing items such as fruit pies, breads, cookies and other baked goods, as well as seasoning blends, dehydrated fruits, vegetables, and herbs. A "cold assembly" area that would allow for limited packaging of refrigerated, frozen or ambient products, with sealing, labeling and shank wrapping equipment. Collier County Accelerator Business Plan 16 Packet Page -2674- 6/23/2015 16.F.12. A "Kosher" section that would be certified for certain types of food preparation that meet strict dietary requirements. Florida has the third largest jewish population in the nation, with the vast majority of that population living within a radius of 125 miles of the Immokalee facility, yet there are a very limited number of facilities catering to this populations culinary needs. As a result, this could become an important niche market for Accelerator producers. B -2: Locational Needs of Immokalee Culinary Accelerator 1. A warehouse style facility suitable and adaptable for the development of a culinary kitchen and capable of housing large pieces of equipment in at least 5,000 sq. ft expandable over -time to 8,000 sq. feet. A minimum of 1,000 sq. ft. should be shared office space. It is estimated that a warehouse space that meets basic requirements on power, sewer, and HVAC systems, would require an investment of $1,300,000 to make necessary improvements, purchase and install equipment, and receive licensing approvals. 2. A facility in close proximity to major roadways, airports and convenient access to urban areas, that is strategically situated to serve businesses throughout the SW Florida region. 3. A loading dock or level access doors and the ability for small and medium vans and trucks to enter and exit the facility with ease. 4. A facility that has excellent security. 5. A facility where state -of- the -art fire safety equipment and systems can easily be installed. 6. A facility that is ADA accessible Collier County Accelerator Business Plan 17 Packet Page - 2675 -_ 6/23/2015 16.F.12. Accelerator Revenue and Cost Analysis In Attachment A is a 10 year Pro Forma that articulates a revenue and cost analysis for the Accelerator Project. Typically business accelerators require start -up funds and time - time to recruit member companies, develop services, and establish critical feeder linkages and relationships. This period can typically take anywhere from 18 -24 months before incubators /accelerators achieve a form of sustainability, although most incubators /accelerators even after this period require some form of public and private support. Indeed, more than 90% of the nation's current incubators according to the National Business Incubator Association receive some form of ongoing local government/community financial support. The Accelerator Project Pro Forma has been developed with the assumption that after a two year phased start-up and infrastructure building period, the Collier Accelerator's must be largely self - sustaining, with positive cash flow, and positive end of the year fund balances. These balances can serve both as reserves and for future matching funds for additional public and private grant programs that likely will present themselves in the future. The Pro Forma has been built based on the following assumptions: 1. That Collier County would make an initial investment of $250,000 a year in Fiscal Year 2014 and Fiscal Year 2015, and a sustaining pledge based on performance of $100,000 per year for FY 2016 -2023, with the understanding that the current Commission cannot authorize funds beyond the current fiscal year. 2. That Collier County and regional SW Florida private and non- profit sectors would be asked to match the County's contribution Collier County Accelerator Business Plan 18 Packet Page -2676- %� ----- 6/23/2015 16.F.12, of $250,000 in cash or in -kind contribution for the first two years, $150,000 in FY 2016, and a sustaining contribution of $100,000 per year for FY 2016 -FY 2023. 3. There is a clear expectation that the Accelerator staff would participate and help to lead fund - raising efforts and write and annually submit competitive grant applications for additional financial resources and support. Over a ten year period it is expected that fund - raising through grants, sponsorships, and endorsements would contribute $1,600,000 to the operation of the Accelerators. 4. That the State of Florida would match the contributions of Collier County and the private and non - profit sectors with a $2.5 million grant in FY 2014. These funds would be allocated with $2,000,000 going towards leasehold improvements, equipment, initial lease payments, and costs associated with meeting all applicable federal, state and local standards and licenses. The remaining$500,000 will be used as seed funds for recruiting and hiring a professional Accelerator staff in the first two years of operation. Hired staff would need to recognize that after the 2 year period of seed money is utilized that their employment tenure is dependent on the Accelerators meeting their financial milestones. It is expected that of the $2,000,000, the Immokalee Accelerator would be allocated $1,300,000 for construction and equipment, and the Naples Accelerator would be allocated $700,000 for equipment and furnishings. Collier County Accelerator Business Plan 19 Packet Page -2677- . 6/23/2015 165.12. 5. That the Naples IT Accelerator would seek to begin operation as soon as June 2014, and therefore would have 6 months of lease income in FY 2014. It is recommended that the Collier County Commission and County Manager release 50% of the requested $250,000 allocation immediately so that a contract with CareerSource acting as the Administrative unit can be negotiated and the process of hiring staff, securing a lease, and marketing the incubator can begin in earnest. 6. It is estimated that the Immokalee Accelerator would require an estimated 6 months of remodeling and equipment installation and that it would not be operational until January 2015 at the earliest, and therefore would contribute no income towards operations in FY 2014. 7. That the staff for the Accelerator project would be phased in over a two -year period, and would reach a compliment of 8 full -time staff members assisted by various part-time and student intern employees. These individuals would serve both Accelerator facilities and be available to regional partners. Several staff would have their permanent offices at one or the other facilities, and would move freely between both facilities as the work dictated. It is recommended that the first hires be the Executive Director, the Director of Soft - Landing Services, a Web Developer, and a Information Technology Support Specialist who would primarily be based out of the Naples Accelerator. Given industry standards and the competitive nature of several of these positions, it is expected that these position will be funded with a mixture of public, private, and income generated dollars. Collier County Accelerator Business Plan 20 Packet Page -2678- qi 6/23/2015 16.F.12. A second phase of hiring commencing in early FY 2015 would seek to fill 3 position at the Immokalee Accelerator: Manager Immokalee Accelerator, Director of Facilities & Compliance, and Maintenance Specialist. The final hire in FY 2015 will be a Regional Global Soft Landing expert with strong international experience in market areas important to the region and the state. 8. All personnel salaries in the pro forma were matched with current Collier County classification rates of pay, and benefits were calculated to align themselves with best practice. All salaries in the pro forma are adjusted for inflation over the 10 year period. 9. All operating costs are based on normal industry standards, and factor in subcontracting out on a competitive base the cost of providing 24/7 information technology backup, security, help desk and maintenance for member companies. All operating costs in the pro forma are adjusted for inflation over the 10 year period. 10. Rental rates are subject to meeting requirements where the Naples Accelerator lease costs do not exceed a projected $10 sq. foot in FY14 -15, and in Immokalee do not exceed $2 sq. foot in FY 15 -16. 11. Member rates for space at the Naples Accelerator are dependent on the cost of the lease and maintenance. Lease rates include use of space and all services of the accelerator, except for virtual members who will only be charged for use of services. It is expected that a range of membership plans will be proffered to companies based on their desire for a single office, shared office kiosk, or shared kiosk. Rates for use of space and Collier County Accelerator Business Plan 21 Packet Page -2679- GO 6/23/2015 16. F.12. equipment at the Immokalee Accelerator will be based on an hourly charge of use set annually. Individuals may select among several pay plans or purchase blocks of time at a reduced rate. It is recommended that market competitive rates be used which currently are between $15- $20 per hour dependent on the type of equipment being utilized. For purposes of this Pro Forma, an average rate of $10 per hour was used in the calculation. 12. An assumed interest rate on end fund balances was used that ranged from .5 % -2% over the 10 year period and an inflation rate on all personnel and operating costs ranged from 2 % -3% over the 10 year period. 13. Lease income for the Accelerators increases steadily over the years as the Accelerators fill -up with clients and attract more users and take on additional space with corresponding increases in operating costs. In its fifth year of full operation it is projected that the Accelerators will apply for and receive a Federal award of $3,000,000 to move into a permanent Accelerator building as part of a larger innovation project within the County. The Accelerator would use $1,000,000 from its fund balance as a match to complete this $4 million project, that greatly increases the number and variety of companies it can serve. Analysis The pro forma revenue and cost analysis shows that with the help of the seed funding from the County, the State, and the private and non - profit sectors, that after the second year of operation, the Accelerators will be generating a net positive cash flow. The Accelerators starts out with a positive end fund balance (FY14: $767,886) and sustains and increases Collier County Accelerator Business Plan 22 Packet Page -2680- " .�� 6/23/2015 16.17.12. these strong levels with the only dip in FY19 ($207,267) due to a $1,000,000 contribution towards the construction of a new facility, but quickly recoups those strong balances in subsequent years. Over the 10 year period, personnel costs will average $793,033 per year with operating costs averaging $458,151 per year for a total of $1,251,184 in combined expense. Projected income from leases over this period averages $953,237, with an additional average of $161,500 being generated from fees for services that the Accelerator would earn from additional services provided to area companies for an average annual revenue total of $1,114,737. This would mean an annual deficit of $136,447 that would need to be raised, which underscores the continuing importance of public, private, and non - profit fund - raising to the Accelerator. This type of sustained investment by the community offers a superb Return on Investment (ROI) based on an econometric analysis performed by the Southwest Florida Regional Planning Council (SWFRPC) utilizing a standard Regional Economic Analysis Program known as a REM[ analysis. SWFRPC was asked by Collier County's Business and Economic Development Office to analyze sets of projected employment, equipment purchases, and construction data over a 10 year period for both the Naples Soft - Landing Accelerator and the Immokalee Culinary Incubator. The REMI results are shown in Appendix Number B and C. The Culinary Incubator would generate 63 new direct jobs, would create 48 indirect jobs and induced jobs for a total of 174 new jobs in Collier County. The soft - landing Accelerator would create 149 new direct jobs, plus an addition 54 indirect and induced jobs for a total of 203 new jobs. Together, the two Accelerators create 377 total jobs. These jobs Collier County Accelerator Business Plan 23 Packet Page -2681- �f 6/23/2015 16.F.12. generate a total of $22.97 million in new personal income during this 10 year period. In addition, the REMI analysis shows that the Culinary Incubator would generate after a 10 year period $17.7 million to the Gross County Product (GCP) which is a measure analogous to the national Gross Domestic Product. The Soft - landing Accelerator would contribute an additional $18.37 million during this period for a total of $36.07 million generated in Gross County Product. Given these REMI numbers one can calculate an ROI based on a total county investment of $1,300,000 over the 10 year period of $27.74 to $1 dollar invested in terms of GCP, and $17.66 to $1 dollar invested in personal income. As for the state investment of $2,500,000, the Accelerators ROI in terms of GCP is $14.42 to every $1 dollar of state investment and is $9.1 for every $1 invested in terms of personal income. These rates of return on Incubator /Accelerator investments are highly consistent with national standards. Marketinq and Linkage Plan A number of strategies should be utilized to market the Accelerator, locally, state -wide and internationally and link it a number of regional organizations 1. Develop national and international linkages and networks between incubators and accelerators that create a "conveyer belt" of prospective companies into the Accelerators. Work in that regard, has already begun with great success by connecting the region to the French Innovation Network (RETIS), and Collier County Accelerator Business Plan 24 Packet Page -2682- 6/23/2015 16. F.12. development of a joint marketing and programming with a mirror region (ex: South of France). Future countries should include Florida's major trading partners (Canada, United Kingdom, Germany Brazil) as well as strategic partners of the future such as India and China. 2. Hire an in -house Web Developer whose responsibilities include the development of web pages, and the development of a social media strategy and implementation. Both the Accelerator and its member companies would be aggressively marketed through these avenues. Local high school and college interns would also be employed in this regard. 3. Participate in the national and state organizations dedicated to the promotion and linking of incubators and accelerators with one another. Organizations such as the National Business Incubator Association, the Florida Business Incubation Association, and Enterprise Florida. In addition, participation in key trade meetings such as the annual Consumer Electronics Show are wonderful opportunities to highlight the Accelerators and their member companies. 4. Management staff of the incubator would be expected to routinely speak before local and regional groups and organizations, and become active in state -wide incubator /accelerator associations. Additionally, some of the best marketing can occur through linking the Accelerator with other organizations that have similar interests and goals. The following strategies should be utilized: Collier County Accelerator Business Plan 25 Packet Page - 2683 - 6/23/2015 16. F.12. 1. Through coordination with the Collier County Economic Development Office, the Accelerator staff should be in contact with all of the Economic Development directors and their staff throughout the region, and semi - annually give a presentation to these directors regarding progress made and important updates. 2. Designation of educational institutions within the region as a Strategic Partner. As a strategic partner, higher education institutions to the degree possible, would assist member companies with their research questions and needs, link companies with faculty, staff, and students, support the promotion and marketing of the accelerator, and participate in joint grant project opportunities. 3. The Accelerators should work in close contact with organizations such as the Greater Naples Chamber of Commerce, the Southwest Regional Planning Council, and the emerging regional partnership organizations to coordinate their activities and market their services Collier County Accelerator Business Plan 26 Packet Page -2684- 6/23/2015 16.F.12. Suggested Milestone Timeline A suggested milestone timeline for the development and start -up of the two Accelerators is presented below. 4/2014 Collier County Votes on FY2014 Accelerator Funding Request 4/2014 Collier County Creates Ad Hoc Accelerator Advisory Board Committee and Make Initial Appointments 5/2014 Collier County Approves Accelerator Administrative Contract 6/2014 Collier County Receives Notification of State Funding 6/2014 Administrative Agent Hires Accelerator Executive Director 6/2014 Acquisition of Naples and Immokalee Leased Space Commenced 6/2014 Private and Non - Profit Sector Fund - Raising Campaign Commenced 7/2014 Lease Contracts For Naples and Immokalee Space Finalized Immokalee Grand Opening 8/2014 Naples Accelerator Soft Opening 8/2014 Phase 1 Accelerator Staff Hired 8/2014 Immokalee Engineering Construction Plan Completed 10/2014 Naples Accelerator Grand Opening 12/2014 Phase 2 Accelerator Staff Hired 1/2015 Immokalee Accelerator Soft - Opening 4/2015 Immokalee Grand Opening Packet Page -2685- qQ 6/23/2015 16. F.12. EXHIBIT F INSURANCE REQUIREMENTS Ell'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 ElI's operations under the Agreement, whether such operations be by Ell 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. 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 - Ell 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 case any class of employee engaged in hazardous work under this Agreement is not protected under the Workers' Compensation statute, Ell shall provide employer's liability insurance for all said employees. F -I Packet Page -2686- 6/23/2015 16.F.12. EXHIBIT F (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 - 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: Combined single limits each accident, for bodily injury and property damage liability. N/A Owned vehicles N/A Hired and non -owned vehicles N/A Employer non - ownership N/A 4. Professional Liability: $ N/A per claim 5. _Certificate of Insurance and Copies of Policies - Certificates of Insurance will be furnished by Ell 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. F -2 Packet Page -2687- 1i 6/23/2015 16. F.12. EXHIBIT G ROLE AND RESPONSIBILITIES OF ADMINISTRATIVE ENTITY The Administrative Entity shall organize, administer, and operate the Project as outlined below within the Scope of Services delineated in Exhibit A of the Agreement. The Administrative Entity will not be monetarily penalized by reduction in its Administrative Fee for the Project activity objectives and outcomes which are beyond the Scope of Services and deliverables defined in this Agreement. EII's reimbursements from COUNTY will not be withheld for failure to meet Project activity objectives and outcomes which are beyond the Scope of Services and deliverables defined in this Agreement. The Administrative Entity shall develop and implement the policies with regard to the Scope of Services it has been entrusted to perform in Exhibit A of the Agreement and the Project outlined below. The Administrative Entity, in collaboration with the Project Director, will comply with Exhibit "J" Project Purchasing Procedures. The Administrative Entity shall provide budgetary advice based on the Project Director's proposed budget and the budget is to be approved by COUNTY. 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 Administrative Entity shall be held harmless from liability or responsibility for the return of STATE funds pursuant to Article XXI. The Administrative Entity will recruit organizational staff, awarding competitive compensation in order to fulfill the professional competency intended and required by the approved Business Plan (Exhibit E). The Administrative Entity shall administer Business Income according to COUNTY approved Budget. The Administrative Entity will report private sector in -kind contributions quarterly utilizing Exhibit "L ". Administrative Entity will provide management of leases and related real estate issues, including insurance, leasehold improvement and upgrades with the exception of the leasehold improvements and upgrades to the Immokalee Culinary Kitchen which will be performed by G -1 Packet Page -2688- Q`� 6/23/2015 16.F.12. COUNTY. For purposes of this Agreement the Project shall: A. Be defined to include the oversight and policy direction provided by the BCC. B. Be administered consistent with Exhibit "E ", BCC approved Business Plan, unless otherwise directed by the BCC. C. Include the audit requirements in Exhibit "K ". D. Include the efforts of both Ell and COUNTY working as a team and cooperating to achieve Project success. COUNTY may continue to perform mutually agreed functions which are within the Scope of Services of the Administrative Entity, including but not limited to the expense and procurement of the Immokalee Culinary Kitchen build -out and supply, therefore coordination between the Contract Manager and the County Manager or his designee is essential. G -2 Packet Page -2689- 6/23/2015 16. F.12. EXHIBIT H ROLE AND RESPONSIBILITIES OF THE FISCAL AGENT COUNTY, as a public entity' has responsibilities for funds received from the State 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 Project 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 has the liability or responsibility for the return of STATE funds pursuant to Article XVIII. The Fiscal Agent shall propound the audit requirements for the Agreement and delineated in Exhibit "K". Leasehold improvements and upgrades to the Immokalee Culinary Kitchen which will be performed by COUNTY. H -1 Packet Page -2690- 1� G 6/23/2015 16. F.12. EXHIBIT "I" STEERING COMMITTEE STRUCTURE Steering Committee. It is anticipated that the transition of the Project into a freestanding entity formed as a Florida not for profit corporation pursuant to Chapter 617, Florida Statutes which seeks designation as a 501(c)(3) or 501(c)(6) under the IRS Code will occur at the option of the BCC. Until that time, a "Steering Committee" will serve to provide support and advice to EII and Accelerator management and staff regarding the operation of the Project. 2. Steering Committee Members. The Steering Committee will be made up of at least seven (7) members consisting of nominees as follows: a. One (1) member comprised of the sitting Chairperson of Economic Incubators, Inc., or designee. b. One (1) member comprised of the sitting Collier County Commission's Economic Development Chairperson. c. One (1) member selected by the Steering Committee to serve as the chairperson of a Fundraising committee. d. One (1) member comprised of the designee and member of the SCORE Naples organization. e. One (1) member comprised of a County Economic Development Director selected from among the five county Southwest Florida Region. f. Two (2) members comprised of a private sector individuals chosen by the Economic Incubators, Inc. Governing Board. I -1 Packet Page -2691- 6/23/2015 16. F.12. EXHIBIT J PROJECT PURCHASING STANDARDS Economic Incubators, Inc. Procurement Policy Policy #: FI -002 Local Manual Section: Fiscal (FI) Policy Statement /Construction: Economic Incubators, Inc. ("Ell") hereby adopts for the purposes of this Agreement and Ell's own use the local policy of Southwest Florida Workforce Development Board, Inc. outlined herein for purposes of Ell's procurement. References within the text of this policy to the term "Board ", or "Southwest Florida Workforce Developoment Board" or "Southwest Florida Workforce Development Board, Inc." shall mean Ell and references to the "board of directors" shall mean the board of directors of Ell. Further, to the extent any action herein is required or stated to be taken by an officer, employee, or committee, this policy shall be construed or interpreted such that said action shall be the responsibility of the appropriate officer, employee, or committee designated or appointed by Ell. Any questions regarding the interpretation of this policy will be made and decided by the board of directors of Ell Of Interest to: Economic Incubators, Inc. Board members and Board staff involved in financial and procurement activities Effective Date: September 23, 2014 Purpose: To establish policy for the procurement of goods and services to ensure the purchase is conducted in an open manner resulting in competitive pricing, proper management and oversight, accountability and efficiency, and for the prevention of waste, fraud and abuse. Background: The Economic Incubators, Inc. and its employees are accountable for the use of funds. General Policy: The procurement of goods and services may be initiated by the respective division supervisor when /where the services are needed for the day -to -day items. A Quotes /Procurement Authorization Form (FI- 002 -QP) or Purchase Order Request will be initiated when the procurement is for non - recurring items, expenditures unique to a particular funding source or outside an annual contract for services or items. This may also include procurement for office supplies, repairs, equipment, advertising, printing, airline tickets, registration fees, subscriptions, publications, and any participant supplies. For re -order items, the Administrative Services Manager will secure new bids at least once per year. The Quotes /Procurement Authorization Form will include the following information: J -1 Packet Page -2692- N____ 6/23/2015 16.F.12. ■ For each of the three vendor quotes — vendor name, address, total dollar amount (documentation attached) and details /description of supplies or services requested, if required ■ Business purpose /use of supplies and /or services and comments ■ Signature, date, printed name and title for: o employee requesting the goods or services; o Signature, printed name and title of approving Director; o Signature, printed name and title of Fiscal Director; ■ For all procurements for personal services in excess of $5,000, a Conflict of Interest Statement /Certification (FI- 002 -CIS) will be signed by the Vendor. This completed form will be used to maintain compliance with CFR 95.42 and 97.36(b)(3)(i -iv) and should accompany the Quotes /Procurement Authorization Form. Completed Quotes /Procurement Authorization Forms will be submitted to the Fiscal Director for budget authorization and funding allocation. Office supplies, and other items which are approved with a blanket purchase order, will be ordered by the Fiscal Director or the Administrative Services Manager. Once approved, the purchase order will be distributed to the vendor or the employee (if requested). Invoices received for purchases with no prior authorization are subject to rejection without payment. Invoices submitted for payment without receiving proper documentation (receipts, packing slips, etc.) will be rejected for payment. No employee shall participate in the selection or award of a contract or vendor if the employee, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties has a financial or other interest in the vendor or firm selected for an award. Procurement Thresholds — All reasonable requisitions submitted for items will require at least a Director's approval and in all cases will require an approval one level higher than the requestor. Minimum approvals will be at the Division Director level for procurements up to $5,000. Above that amount will require Deputy Director or Executive Director approval. The Quotes /Procurement /Sole Source /E -Mails or Authorization Forms will indicate the reason for the expenditure, a comparison for reasonableness indicating proof of competitive procurement, signature of the requestor and approval by a Division Director or the Executive Director. The following parameters for procurement of goods and services shall be followed: (1) up to $500 — comparison or price analysis; (2) $500 and up to $5,000 - three quotes or demonstrated comparisons; J -2 Packet Page -2693- 6/23/2015 16.F.12. (3) $5,000 and up to $100,000 - three written bids, (4) $100,000 or more - advertisement for competitive proposals for contract and /or provider services. (Request for Proposals required.) Sole source procurement Sole Source /Emergency Procurement Authorization Form (FI -002- SSEP) shall be used to justify the reason for the request and to obtain all of the approvals. All of the cost principles as outlined in the Cost Principles for Non - Profit Organizations (A -122), need to be followed at all times. These regulations and guidelines provide for cost principles reflecting allowability and restrictions of cost items. These guidelines are intended to ensure that: • Appropriate procurement documentation is completed • Proper documentation and /or approval is completed • Costs were allocated correctly or allocations were substantiated Justification and /or business purpose /use for items purchased was provided and adequate Documentation - Procurement of materials and fees for participant training and support must be accompanied by proof that the items are required for the training activity, or are necessary to enable him /her to participate in the training activity and /or obtain unsubsidized employment. Cost Price Analysis 1. A cost or price analysis must be performed in connection with every procurement. Cost and price analyses will help ensure that: a) Public funds are spent economically and the cost is reasonable. b) The funds expended are appropriate in relation to the need for the service. c) Vendors provided the best services at the most favorable prices. 2 An annual price analysis to document reasonableness may be conducted for goods and services ordered on an ongoing basis. In lieu of a price comparison for each purchase, an annual price analysis will be prepared for goods and services purchased on a regular basis to operate the organization. An annual estimate will be made of the value of the items to be ordered, and the proper procurement in accordance with established thresholds will be completed based upon the aggregate amount estimated to be necessary. J -3 Packet Page -2694- 6/23/2015 16.F.12. 3. Where appropriate, an analysis is made of lease and purchase alternatives to determine which would be the most economical and practical procurement. Procurement Procedures A. Records Maintenance. Records will be maintained for a seven year period to trace each service provider procurement process. These records shall include documentation to explain the rationale for the method of procurement, contractor selection or rejection, justification for lack of competition when competitive bids or offers are not obtained, cost /price analysis, and the basis for the contract price. Rationale for Procurement Method. For competitive procurement, the Request for Proposals, which describes the procurement process, will be kept on file for each procurement. Rationale for all non - competitive procurement will be documented according to regulations. Contractor Rejection or Selection. The evaluation criteria will be kept on file for each procurement, including the individual evaluation forms completed for each proposal submitted. Also kept on file will be copies of any correspondence sent to service providers regarding the procurement. Basis for Contract Price. The service provider proposal and contract will serve as the basis for documentation of the contract price. Any miscellaneous correspondence regarding proposed costs will also be maintained in the appropriate file. A cost /price analysis will be conducted on each proposal recommended for funding by the Board. B. Contract Signature Authority. The Executive Director of the Southwest Florida Workforce Development Board, Inc. is the only official authorized to sign and execute contractual agreements and modifications. The Executive Director is also the only official authorized to terminate any contractual agreement. C. Code of Conduct. No employee or authorized agent, board member or officer, shall participate in or cast a vote in the selection of or in the award of a contract if a conflict of interest real or apparent is involved. Such a conflict would arise when the individual (employee, agent, board member or officer), any member of the individual's immediate family, the individual's partner, or an organization which employs or is about to employ any of the above, has a financial or other interest in the firm or organization selected for award. J -4 Packet Page -2695- 6/23/2015 16.F.12. No employee or authorized agent, board member or officer, shall solicit or accept gratuities, favors or anything of monetary value from contractors, potential contractors or parties to any subagreement. Control for conflict of interest is exercised through the Board's funding process. Proposals are evaluated by staff based on evaluation criteria published in each Request for Proposals. Final funding decisions are made by the Executive Director in consultation with the Southwest Florida Workforce Development Board. No one single staff or board member controls the selection or administration process. Regardless of the type of procurement, if Southwest Florida Workforce Development Board desires to enter into a contract with an organization or individual represented on the board of directors, the contract must be approved by a two- thirds vote of the directors present, a quorum having been established, and the board of directors who could benefit financially from the transaction must declare their conflict and abstain from voting on the contract. Board members must disclose any such conflicts in accordance with the requirements of the Florida Statutes and complete appropriate Conflict of Interest forms. Board contracts (i.e., contracts with board members) equal to or greater than $25,000 shall not be executed prior to the written approval of Workforce Florida, Inc. D. Procedures and Monetary Thresholds for Small Purchases. The following monetary thresholds have been established by the Board in accordance with Florida Statutes for procurement of goods and services: (1) unit price up to $500 - comparison or price analysis; (2) unit price $500 and up to $5,000 - three quotes or demonstrated comparisons; (3) unit price $5,000 and up to $100,000- three written bids; and (4) unit price of $100,000 or more - advertisement for competitive proposals or bids. Sole source procurement will only be used under the following circumstances: (1) emergency situations where time constraints do not allow a competitive solicitation; (2) when only one supplier has the unique capacity to provide the goods or services required; or (3) when solicitation results in inadequate competition. These situations will be justified in writing and approved by the Executive Director. E. Method of Procurement. To the extent practicable, service providers will be selected competitively. Non- competitive, or sole source procurement shall be minimized, but may be authorized if justified and documented. When procuring services by a competitive solicitation over $49,999, the Board's Planning and Grants Division Director will use a Request for Proposal (RFP) process. Public notice of the RFP will be provided through our website at www. careersourcesouthwestflorida .com and will be forwarded to all five County offices and all entities on the bidders list, including J -5 Packet Page -2696- QV 6/23/2015 16.F.12. minority organizations. Contracts for all programs will generally be Performance -based Cost Reimbursement, with supporting documentation required for each cost element. Profit may be proposed by private "for profit" service providers; but in no event may profit exceed 10 %. All procurement contracts and other transactions between the Board and units of state or local governments using WIA funds must be conducted only on a cost reimbursement basis. No provision for profit is allowed. Any excess of revenue over costs incurred for services provided by a governmental or non - profit entity must be included in program income. The type of agreement entered into by the Board may be a fixed price or cost reimbursement, depending on the method of procurement and goods or services being procured. The cost plus a percentage of cost or percentage of construction costs methods of contracting shall not be used. Where possible, the Board may utilize state approved contracts for the purchase of equipment, goods, and services. F. Bids and Formal Requests for Proposals Purchases of $50,000.00 and above shall be publicly advertised and a formal request for bids, proposals, or quotations shall be issued. Previous proposers, as well as entities which have asked to be included on the proposer /bid list for various types of goods and services, shall be notified that the Board is seeking service providers. Legal notices will be posted on the Board's website and shall be advertised throughout the five county area. Solicitations for goods and services will provide for all of the following: • Clear and accurate descriptions of the goods or services being procured. The description must not contain features that restrict competition. • All requirements that must be fulfilled and all other factors used in evaluating bids or proposals. • Technical requirements described in terms of functions to be performed or performance required, including a range of acceptable or minimum acceptable standards. • Specific features of brand name or equal descriptions, if included in the solicitation. • If procuring goods or certain types of services, the acceptability of metric measurements. • Preference for ecologically sound and energy- efficient products. In accordance with Federal regulations, the Board will take all necessary affirmative steps to assure that minority firms, women's business enterprises and faith -based organizations are used when possible; including dividing total requirements of the procurement action, when J -6 Packet Page -2697- 6/23/2015 16. F.12. economically feasible, into smaller tasks or quantities to permit maximum participation, and establishing delivery schedules, where the requirements permit, which encourage participation by small and minority business and women's business enterprises. Special consideration shall be given to proposals submitted by faith -based and community based organizations; however, this consideration shall in no way prevent the Board from choosing alternative organizations to provide services. The primary consideration in the selection of service providers shall be the effectiveness of the agency or organization in delivering comparable or related services based on demonstrated performance, in terms of the likelihood of meeting performance goals, cost, quality of training, and characteristics of participants. In addition, consideration shall be given to demonstrated performance in making available appropriate supportive services including child care. Total proposed cost shall also be an important consideration in the selection of service providers. Upon receipt of proposals by the published deadline, the Board's Planning and Grants Division staff provides the proposals to a Review Panel. Cost analysis information is provided by the Contracts Manager during the review process. If determined necessary, the Planning and Grants Division will provide a training session for the Reviewers. A Bidders' Conference may be provided to ensure potential proposers have the information necessary to write a competitive proposal. A Review Panel meeting will be held to discuss proposals and develop recommendations. At this meeting, the Review Panel may invite prospective providers to explain their proposals as needed. The Review Panel completes the review sheets and determines final recommendations for providers(s). Review sheet totals do not necessarily determine the outcome but serve as a tool for reviewers to formulate ideas for discussion. The Review Panel forwards its recommendations to the Program and Planning Committee, who in turn, forwards its recommendations to the Board for final award and funding level approval. In some instances, the Program and Planning Committee may serve as the Review Panel and bring its recommendation directly to the Board. Due to the bi- monthly Board meeting schedule, the Program and Planning Committee may receive authority by the Board to approve providers in order for contract negotiations to commence, contingent upon final approval by the board of directors required at the next scheduled meeting. Requirements and other factors used in the proposal evaluation process for submitting a bid will be outlined in each Request for Proposal. The Board reserves the right to waive minor irregularities in proposals submitted. Factors used in the proposal evaluation process will include, but not be limited to: • Demonstrated ability to deliver high quality related or comparable goods or services, including consideration as to whether the organization has adequate financial resources or the ability to obtain them. A satisfactory record of integrity, business ethics and fiscal accountability. Necessary organizational experience, accounting, and operational J -7 Packet Page -2698- 6/23/2015 16.F.12. controls. The quality of the programmatic design. Reasonableness of proposed cost and ability to meet specifications of the program and applicable performance goals. • Ability to Perform. A determination will be made by board staff and the Review Panel of whether a potential service provider has the means and resources to operate the proposed program. This determination is based on the number of staff in the project and their abilities and experience to operate programs. Review Panel members and board staff will review information provided concerning the program operations statement, qualifications of personnel, experience of the officer(s), facilities and equipment needed, management and administration ability and experience. • Record of Performance. Requests for Proposals include a questionnaire, which must be completed with each proposal, on the agency background and administrative ability. In the evaluation of proposals, consideration is given based on previous experience and success in operating the same or similar employment and training activities. • Technical and Financial Resources. Board staff and Review Panel members will analyze service provider technical and financial resources. • Controls for Avoiding Duplication of Services. The Board will not use funds provided under WIA to duplicate facilities or services available in the area, unless it is demonstrated that the WIA- funded alternative would be more effective or more likely to achieve performance goals. • Additional Control Concerning Contract Price. The senior official of the service provider shall certify that to the best of his /her knowledge and belief, the cost data are accurate, complete and current at the time of agreement on price and must agree to a negative price adjustment if the certification is subsequently found to be inaccurate (i.e. defective pricing). • Controls for Avoiding Unnecessary Services. Requests for Proposals will contain detailed specifications for program activities to be funded. Staff and the board of directors will evaluate service provider proposals based on criteria which include the feasibility, value, and appropriateness of proposed activities to customers. A contract will be executed with each service provider approved by the Board and Executive Director for funding and who have successfully completed contract negotiations. Each contract will include a statement of work detailing services to be provided under the contract. • Control on Award Prohibition. No recipient or sub - recipient shall make any subgrants or permit any contract or subcontract at any tier to any party which is disbarred, suspended, or ineligible for participation in Federal Assistance programs. G. Sub - recipient /vendor Determination M Packet Page -2699- �i 6/23/2015 16. F.12. The Board staff will evaluate the substance of each relationship to determine whether the features represent a vendor or sub - recipient in accordance with OMB circulars. H. Procurement Files. All documentation detailing the historical process of a specific procurement action will be maintained in a procurement file, and maintained for a minimum of five years. A procurement file will contain, at a minimum, the following documentation: • Copy of public notice announcing solicitation /request for proposals • list of bidders mailed copies of public notice • Request for proposals • Copies of proposals received • Record of proposal evaluations /ratings • Record of formal approval /disapproval of proposals • Cost estimate and cost /price analysis of accepted proposals • Record of all written communications between proposers and staff during the procurement process. Note: Records of negotiations /basis for final agreement price will be maintained by the Contracts Manager. I. Appeal and Protest Procedures. Within 72 hours after receipt of the notice of the agency decision, the unsuccessful bidder must submit, in writing, a notice of protest to the Executive Director of the Southwest Florida Workforce Development Board, Inc. Within 10 days after filing the notice of protest, the unsuccessful bidder shall file a formal written protest detailing the reason for the protest. If the bidder is not satisfied with the response of the Board, the bidder may present a written appeal to the Director of the Department of Economic Opportunity. J. Contract Management. The Programs Division staff will act as the liaison to each executed contract and will provide ongoing oversight, technical assistance, and quality assurance. Each contractual agreement requires the contractor to submit monthly contract participant reports and monthly requests for payment, with supporting documentation. The Programs Division staff will J -9 Packet Page -2700- 6/23/2015 16. F.12. review these reports, to determine if the contractor is performing in accordance with the contractual agreement, and to identify any necessary corrective measures. Contract Program Status Report. Each monthly contract program status report will provide a narrative /summary describing all contract activities and expenditures during the reporting period. The Programs Division staff will compare program performance against contract goals and will also initiate any required Technical Assistance Training. Monthly Request for Payment. Each monthly request for payment will include a summary of line item costs expended during the reporting period. The report, at a minimum, will include an accounting ledger, and may include supporting documentation to justify expenditures, such as copies of payroll registers reflecting allocation of staff time, salary, and benefit payments; copies of paid invoices, receipts for equipment, supply and service purchases; and other justifications supporting cost allocations within the line item budget. Each contractor is required to maintain all supporting documentation on file for easy access by the contract manager, monitor, or other authorized parties. K. Contract Files. A separate contract file will be maintained by the Contract Manager for each individual awarded contract, and will contain documentation of all actions relating to the administration of the contract. Each contract file will contain, at a minimum, the following documentation: • Original signed and executed copy of the contractual agreement, to include statement of work and all attachments. • Original signed and executed copy of all approved contract modifications. • Copy of initial proposal submitted by the awarded contractor. • Copies of monthly requests for payments, program status reports and records of staff review /actions. • Records of all written communications between contractor and staff during the life of the contract. • Contract close out report, upon completion of the contract. Contract files will be archived /maintained on -site for a minimum of seven years after the close out of the contract. Contracts will then be disposed of by shredding by staff or a contracted service. L. Contract Close Out Report. J -10 Packet Page -2701- 6/23/2015 16.F.12. Each contractual agreement requires contractors to provide the Board with a contract close out report and program income report, if applicable, within 90 days after expiration of contract. The close out report will summarize all contract expenditures during the contract, as well as provide an inventory of all property purchased under the contract which is valued at $5,000 or more. The report will be reviewed by the Fiscal Division Director before final payment is issued to contractor. Links: Procurement Standards 2 CFR Part 215 (A -110) Sec.215.40 -48 Cost Principles for Non - Profit Organizations 2CFR230 (OMB Circular A -122) Procurement - (29 CFR 97.36) General Procurement Guidelines - (29CFR 95.44) and Cost and Price Analysis - (29 CFR 95.45) J -11 Packet Page -2702- Q� 6/23/2015 165.12. EXHIBIT K SPECIAL AUDIT AND MONITORING REQUIREMENTS The administration of Project Funds awarded by the STATE and COUNTY may be subject to audits and /or monitoring by the STATE and /or COUNTY as described in this Agreement. MONITORING In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes or by the COUNTY Clerk (see "AUDITS" below), monitoring procedures may include, but not be limited to, onsite visits by STATE and /or COUNTY staff, limited scope audits as defined by OMS Circular A -133, as revised, and /or other procedures. By entering into this agreement, EII agrees to comply and cooperate with any monitoring procedures /processes deemed appropriate by STATE and /or COUNTY. In the event STATE and /or COUNTY determines that a limited scope STATE and /or COUNTY audit of EII is appropriate, Ell agrees to comply with any additional instructions provided by STATE and/or COUNTY staff to Ell regarding such audit. EII further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the STATE Chief Financial Officer (CFO) or Auditor General and /or COUNTY Clerk. AUDITS PART I: STATE FUNDED AUDIT REQUIREMENTS This part is applicable if EII is a non -state entity as defined by Section 215.97(2), Florida Statutes. 1. In the event that EII expends a total amount of state financial assistance equal to or in excess of $500,000 in any fiscal year of such EII (for fiscal years ending September 30, 2004 or thereafter), EII must have a State single or project- specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for- profit organizations), Rules of the Auditor General. The contract FSF 14 -001 indicates state financial assistance awarded through STATE by this Agreement. In determining the State financial assistance expended in its fiscal year, Ell shall consider all state financial assistance; including state financial assistance received from STATE, other state agencies, and other nonstate entities. STATE financial assistance does not include Federal direct or pass - through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements in Part I, paragraph 1, EII shall ensure that the audit complies with the requirements of Section 215,97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2), Florida Statutes, and Chapter 10.650 (nonprofit and for - profit organizations), 10.700 certain nonprofit organizations, and Rules of the Auditor General. If EIl expends less than $500,000 in state financial assistance in its fiscal year (for fiscal years ending September 30, 2004 or thereafter), an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that Ell expends less than $500,000 in state financial assistance in its fiscal year and elects Statutes, the cost of the audit must be paid from the nonstate entity's resources (i.e... the cost of such an audit must be paid K -1 Packet Page -2703- 6/23/2015 16.F.12. from Ell funds obtained from other than STATE entities). 4. Ell must include the record keeping requirements found herein in sub - recipients' contracts and subcontracts entered into by Ell for work required under terms of this Agreement. In the executed subcontract. COUNTY shall provide each sub - recipient of state financial assistance the information needed by the sub - recipient to comply with the requirements of the Single Audit Act. Pursuant to Section 215.97(7), Florida Statutes, Ell shall review and monitor sub - recipient audit reports and perform other procedures as specified in the agreement with the sub - recipient, which may include onsite visits. Ell shall require sub - recipients, as a condition of receiving state financial assistance, to permit the independent auditor of STATE, the state awarding agency, the Chief Financial Officer, the Chief Inspector General, and the Auditor General access to the sub - recipient's records and independent auditor's working papers as necessary to comply with the requirements of the Single Audit Act. 5. For information regarding the Florida Single Audit Act, including the Florida Catalog of State Financial Assistance (CSFA), Ell should access the website for the Florida Department of Financial Services located at https: / /apps.fldfs.com /fsaa/ for assistance. In addition to the above website, the following websites may be accessed for additional information: The Florida Legislature's website http: / /www.leg,state.fl.us/ and the Florida Auditor General's website http: / /www.state.fl.us /audizen. PART II: COLLIER COUNTY AUDIT REQUIREMENTS: PART III: REPORT SUBMISSION PART V: RECORD RETENTION EII shall retain sufficient records demonstrating its compliance with the terms of this agreement for a period of seven (7) years from the date the audit report is issued, and shall allow STATE or its designee, CFO, or Auditor General access to such records upon request. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the seven (7) year period, 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 seven (7) year period, whichever is later. Ell shall ensure that audit working papers are made available to STATE, or its designee, CFO, or Auditor General upon request for a period of seven (7) years from the date the audit report is issued, unless extended in writing by STATE K -2 Packet Page -2704- J H m X rW Z M O u cc W J J O u R O G. 41 c 3 .Q C 0 U C ► F 00 N L w 3 �• N c 3 'rp C u. L N O N C � O s o 'C V O IN0 G 3 N N L r+ d v 0 L r a, 90 e •` CU 3 E a � -0 M 0 u LL O Q L 1. C O M A C E a, v 0 O p LA A 0 3 a u w o c 0 o E N � 01 u 0 4- O d R 0 as u d H c 0 M c O u Packet Page -2705- 6/23/2015 16. F.12. to C t O a� O N �+ M C 41 L E V m V 'o I ra SIP O , ,., O M o of O j x 3 .L C j x f0 CC C C f d > u Q O p LA A 0 3 a u w o c 0 o E N � 01 u 0 4- O d R 0 as u d H c 0 M c O u Packet Page -2705- 6/23/2015 16. F.12. to C t O a� O N �+ M C 41 L E V m V 'o I ra SIP 6/23/2015 16.F.12. EXHIBIT M DEPARTMENT OF ECONOMIC OPPORTUNITY GRANT AGREEMENT To be attached upon approval by the Board of County Commissioners and Department of Economic Opportunity. M -1 Packet Page -2706-