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Agenda 07/09/2019 Item #16F 7 (Terminating FY19 Agreement w/Economic Incubators, Inc.)07/09/2019 EXECUTIVE SUMMARY Recommendation that the Board of County Commissioners terminate the FY 19 agreement with Economic Incubators, Inc., to operate the Collier County Accelerator Project, and accept an agreement for the limited transfer of assets and liabilities associated with the project. OBJECTIVE: To terminate the FY 19 agreement with Economic Incubators, Inc. and accept a limited transfer of assets and liabilities associated with the Collier County Accelerator Project. CONSIDERATIONS: At the April 23, 2019, Collier County Board of County Commissioners meeting, the Board directed county staff to initiate the separation of the Collier County Accelerator Project, consisting of the Naples Accelerator and Culinary Accelerator at Immokalee, from Economic Incubators, Inc. (EII) - a non-profit organization that has operated the facilities under a public-private partnership since 2014. Collier County staff has worked with EII, and other partners, to establish a long-term action plan for the Naples Accelerator and Culinary Accelerator at Immokalee to be successful and thrive under County operation beginning July 1, 2019. An inventory audit of all known assets owned or controlled by EII was conducted on June 4, 2019, by two teams at both EII locations. The Clerk’s Internal Audit and Accounting staff worked with County staff and EII staff to locate and document assets and other items purchased with Grant funding and/or County funding. 212-line items were identified from Grant reporting documents, EII reimbursemen t requests to Collier County, and from EII’s audited financial statements. On June 4, 2019, (3) items were identified as being duplicates, (9) items were not observed because those items are assigned to Florida Gulf Coast University, and (4) items were missing or unobserved. A total of 196 items with an acquisition value of $1,812,072.73 were positively identified. Total Line Items Captured 212 $ 1,848,279.05 Less: Duplicates 3 $ (9,309.77) Less: Assets Located at FGCU 9 $ (25,998.54) Less: Missing/Unobserved 4 $ (898.01) Total 196 $ 1,812,072.73 The (4) missing or unobserved items are listed below. All (4) items are assigned to the Naples Accelerator. Less: Missing/Unobserved Items (4) Assigned Purchase Price LG 24” Display Naples Accelerator $149.99 LG 32” Display Naples Accelerator $211.00 Samsung 40” Display Naples Accelerator $349.99 Brylee Café Height Stool Naples Accelerator $187.03 Total Missing Items $898.01 A detailed list of these inventories can be found in the Schedule 1 as an attachment to this Executive Summary. County staff requested an schedule of EII’s liabilities, both known and anticipated, and was presented 16.F.7 Packet Pg. 1973 07/09/2019 with Schedule 2, an attachment to this item. EII’s known liabilities through June 13, 2019 total $47,150.47. EII has also additional anticipated obligations estimated at $33,613.22 through June 30, 2019 when this contract will terminate. On June 13, 2019, EII provided County staff with an accounting of cash on hand and potential cash resources. This exhibit listed $36,874.00 cash on hand, and another $62,258.15 in potential receivables through June 30, 2019, which could be used to satisfy these liabilities - or per the contract will be returned to the County. This cash exhibit is included with Schedule 1. On June 28, 2019, EII President, Jennifer Pellechio, transmitted a memo to County staff that gave an update on outstanding payments and liabilities for EII, and represented reduced liabilities to be assumed by the County. This memo was intended to help with documentati on of the transition of the Accelerator Project following Board direction at the June 25, 2019 BCC meeting for staff to proceed with the transfer of operations to County staff on July 1, 2019. At the time of writing of this Executive Summary, the reduced liabilities reflected in the EII memo have not been verified by staff due to the ongoing transfer of records. The memo has been included as a supplemental attachment to this Executive Summary. Staff has been actively working with the Florida Department of Economic Opportunity (DEO) to transfer two existing grants that funded the Accelerator project to reassign responsibility of these grants to the County for continued operation of the facilities. A grant of $112,000 from the U.S. Department of Agriculture (USDA) was also used for the purchase of kitchen equipment at the Culinary Accelerator at Immokalee. Initial indication from these agencies is that the grants can be assumed by Collier County with ease due to the operating intent of both facilities remaining the same. The attached agreement outlines the transfer of the inventoried assets that were purchased by EII throughout the life of the Accelerator Project to the County, and accepts the liabilities associated with the project, including all leases and agreements identified in the attached Schedules. Limitations were negotiated by counsel for both parties to limit the any Source of Recovery from the County for items listed in Schedule 1 that were purchased or otherwise obtained utilizing Grant Funds. At the June 19, 2019 EII Executive Committee meeting, EII Board members made a motion that was approved unanimously to accept the agreement framework for the transfer of assets and liabilities associated with the Accelerator Project to the County and move towards dissolution of EII. FISCAL IMPACT: Funding for the Accelerator Project is appropriated from Economic Development Program Fund 007, with revenue received from the local government share of gaming proceeds pursuant to the agreement between the State of Florida and the Seminole Tribe. The projected FY20 net budget and cost to the County for the Accelerator Project is $478,800. GROWTH MANAGEMENT IMPACT: This request is consistent with Objective 3 of the Economic Element of the Collier County Growth Management Plan which states: “Collier County will support programs which are designed to promote and encourage the recruitment of new industry as well as the expansion and retention of existing industries in order to diversify the County’s economic base.” LEGAL CONSIDERATIONS: This item is approved for form and legality and requires a majority vote for Board action. -JAK RECOMMENDATION: That the Board of County Commissioners terminate the FY 19 agreement with Economic Incubators, Inc. to operate the Collier County Accelerator Project, and accept an agreement for the limited transfer of assets and liabilities associated with the project. Prepared by: Sean Callahan, Executive Director, Corporate Business Operations ATTACHMENT(S) 1. Schedule 1 - Assets (PDF) 16.F.7 Packet Pg. 1974 07/09/2019 2. Schedule 2-Liabilities (PDF) 3. EII Agreement Final (PDF) 4. EII Memo June 28 2019 (PDF) 16.F.7 Packet Pg. 1975 07/09/2019 COLLIER COUNTY Board of County Commissioners Item Number: 16.F.7 Doc ID: 9463 Item Summary: *** This item was continued from the June 25, 2019 BCC Meeting. *** Recommendation that the Board of County Commissioners terminate the FY19 agreement with Economic Incubators, Inc., to operate the Collier County Accelerator Project, and accept an agreement for the limited transfer of assets and liabilities associated with the project. Meeting Date: 07/09/2019 Prepared by: Title: Manager - Technical Systems Operations – Administrative Services Department Name: Michael Cox 06/25/2019 1:31 PM Submitted by: Title: County Manager – County Manager's Office Name: Leo E. Ochs 06/25/2019 1:31 PM Approved By: Review: County Manager's Office Sean Callahan Additional Reviewer Completed 07/02/2019 11:40 AM Office of Management and Budget MaryJo Brock Level 3 OMB Gatekeeper Review Skipped 07/02/2019 11:42 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 07/02/2019 1:38 PM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 07/02/2019 1:45 PM Board of County Commissioners MaryJo Brock Meeting Pending 07/09/2019 9:00 AM 16.F.7 Packet Pg. 1976 SCHEDULE 1 ECONOMIC INCUBATORS, INC. ASSETS Summary An inventory audit of all known assets owned or controlled by EII was conducted on June 4, 2019, by two teams at the two EII locations. The Clerk’s Internal Audit and Accounting staff worked with County staff and EII staff to locate and document assets and other items purchased with Grant funding and/or County funding. 213-line items were identified from Grant reporting documents, EII reimbursement requests to Collier County, and from EII’s audited financial statements. On June 4, 2019, (3) items were identified as being duplicates, (9) items were not observed because those items are assigned to Florida Gulf Coast University, and (4) items were missing or unobserved. A total of 196 items with an acquisition value of $1,812,072.73 were positively identified. Total Line Items Captured 212 $ 1,848,279.05 Less: Duplicates 3 $ (9,309.77) Less: Assets Located at FGCU 9 $ (25,998.54) Less: Missing/Unobserved 4 $ (898.01) Total 196 $ 1,812,072.73 The (4) missing or unobserved items are listed below. All (4) items are assigned to the Naples Accelerator. Less: Missing Items (5) Assigned Purchase Price LG 24” Display Naples Accelerator $149.99 LG 32” Display Naples Accelerator $211.00 Samsung 40” Display Naples Accelerator $349.99 Brylee Café Height Stool Naples Accelerator $187.03 Total Missing Items $898.01 Additionally, communications with EII identified $36,874 in cash on hand, and another $62,258.15 in potential receivables through June 30. These can be seen on the next page in Exhibit 1. 16.F.7.a Packet Pg. 1977 Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) Economic Incubators, Inc. Potential Cash Resources As of June 13, 2019 Potential Resources Available Cash on hand - all accounts - 6/13/19 36,874.00 Receivables Collier County Receivables FY19 27,694.42 Collier County Receivables FY18 16,963.73 Funding of Final Payroll 12,600.00 All other 5,000.00 Total Potential Resources 99,132.15$ Exhibit 1: Potential Cash Resources 16.F.7.a Packet Pg. 1978 Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) Inventory #/ Barcode Description 2nd Description Acq Date Acq Value Location Grant #SL025 LHI Leasehold Improvements - Immokalee, Compass 6/28/2017 441,374.00$ Immokalee 441,374.00$ LHI Leasehold Improvements - Immokalee, Compass 5/26/2017 151,576.20$ Immokalee 151,576.20$ LHI Leasehold Improvements - Immokalee, Compass 4/27/2017 124,902.00$ Immokalee 124,902.00$ LHI Leasehold Improvements - Immokalee, Compass 4/6/2017 117,650.70$ Immokalee 117,650.70$ LHI Leasehold Improvements - Immokalee, Compass 6/14/2017 109,816.20$ Immokalee 109,816.20$ LHI Leasehold Improvements - Immokalee, Compass 3/16/2017 34,894.80$ Immokalee 34,894.80$ LHI Leasehold Improvements - TV's, Cabling and Control for Video Wall 12/16/2016 32,076.31$ Naples 32,076.31$ LHI Leasehold Improvements - TV's, and Control 1/11/2017 29,386.54$ Naples 29,386.54$ LHI Leasehold Improvements - Monitors & Podium to Video Wall 2/16/2017 29,014.70$ Naples 29,014.70$ Network Rack Shelf & Equipment 2/10/2017 12,500.00$ Naples 12,500.00$ LHI Leasehold Improvements - Shultz - Tech Upgrades 4/29/2017 11,445.00$ Naples 11,445.00$ LHI Leasehold Improvements - Audio & Audio Cabling for Video Wall 12/20/2016 10,733.64$ Naples 10,733.64$ LHI Leasehold Improvement - Shultz - Naples Breakroom 12/15/2016 10,330.00$ Naples 10,330.00$ LHI Leasehold Improvements - Video Wall (Audio)1/11/2017 10,236.90$ Naples 10,236.90$ Katom Refrigerators x 2 - Equipment 11/15/2016 9,170.38$ WoodStock's 9,170.38$ AquaLab 4TE Dewpoint Water Activity - UF Lab Immokalee 6/28/2017 8,440.00$ Immokalee 8,440.00$ Cisco Meraki Cloud Managed Switch MS350 48LP Switch 3/17/2017 7,673.99$ Naples 7,673.99$ FiberSolutions (1) LG 55" 4K LED - Labor and Material to install2/1/2017 4,055.21$ WoodStock's 4,055.21$ Cuda Zoo Cuda Coffee Maker 2/6/2017 3,829.99$ WoodStock's 3,829.99$ Monark Dual Tap 12/12/2016 3,705.33$ Naples 3,705.33$ THERMOSCI 10CF EP COMBO (UF Lab Fridge) Immokalee 6/28/2017 3,040.22$ Immokalee 3,040.22$ Delicious Nutritious Equipment - Software - POS 11/18/2016 2,473.00$ WoodStock's 2,473.00$ Macbook Pro 15" - Laptop 12/14/2016 2,255.00$ Naples 2,255.00$ Macbook Pro 15" - Laptop 12/14/2016 2,255.00$ Naples 2,255.00$ Steelcase Series 5, Bench-Connection, Dual Sided - OFDC 12/12/2016 2,199.65$ Immokalee 2,199.65$ Steelcase Series 5, Bench-Connection, Dual Sided - OFDC 12/12/2016 2,199.65$ Immokalee 2,199.65$ Steelcase Brody, Chair Lounge, Privacy (Orange)12/12/2016 2,076.14$ Immokalee 2,076.14$ Steelcase Brody, Chair Lounge, Privacy (Red)12/12/2016 2,076.14$ Immokalee 2,076.14$ Steelcase Brody, Chair Lounge, Privacy (Blue)12/12/2016 2,076.14$ Immokalee 2,076.14$ Steelcase Brody, Chair Lounge, Privacy (Orange) x2 12/12/2016 2,076.14$ Naples 2,076.14$ Steelcase Brody, Chair Lounge, Privacy (Red) x2 12/12/2016 2,076.14$ Naples 2,076.14$ Steelcase Brody, Chair Lounge, Privacy (Blue) x2 12/12/2016 2,076.14$ Naples 2,076.14$ Moisture Sartorius MA35M-V 6/28/2017 1,901.63$ Immokalee 1,901.63$ Macbook Pro 15" - Laptop 9/8/2016 1,897.00$ Naples 1,897.00$ IMAC 27 9/8/2016 1,691.00$ Naples 1,691.00$ IMAC 27 9/8/2016 1,691.00$ Naples 1,691.00$ Monark Ice Maker 15"12/12/2016 1,435.00$ Naples 1,435.00$ Monark Refigerator x8 12/12/2016 1,268.00$ Naples 1,268.00$ Cisco Meraki Cloud Managed Switch MS220 8P 3/17/2017 1,255.00$ Naples 1,255.00$ IMAC 21.5 9/8/2016 1,221.00$ Naples 1,221.00$ IMAC 21.5 9/8/2016 1,221.00$ Naples 1,221.00$ 16.F.7.a Packet Pg. 1979 Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) 9.7 inch iPad Pro WiFi 2@$57 9/6/2016 1,174.00$ WoodStock's 1,174.00$ Lacassee Work Surface, Reception 12/12/2016 1,173.04$ Naples 1,173.04$ Lacassee Work Surface, Reception 12/12/2016 1,173.04$ Naples 1,173.04$ FGCU Macbook Pro 15"8/26/2016 766.33$ FGCU -$ FGCU Macbook Pro 15"8/26/2016 766.33$ FGCU -$ FGCU Macbook Pro 15"8/26/2016 766.33$ FGCU -$ FGCU Dell Latitude E5570 8/26/2016 1,121.22$ FGCU -$ FCA@I Macbook Pro 15" - Laptop - this item was located by staff at the FCA @ I 9/8/2016 1,879.00$ Immokalee -$ FGCU Desktop Resin 3D Printer 9/14/2016 4,779.14$ FGCU -$ FGCU Canon Professional Camcorder 9/14/2016 1,975.40$ FGCU -$ FGCU Canon Color Printer/Plotter 9/14/2016 3,612.60$ FGCU -$ FGCU Makerbot 3D Printer and Materials 9/14/2016 4,681.24$ FGCU -$ FGCU Shopbot Desktop with Vcarve Pro 10/14/2016 7,529.94$ FGCU -$ Total Line Items Captured 54 1,234,669.50$ $ 1,208,670.96 Less: Duplicates 0 -$ Less: Assets Located at FGCU 9 (25,998.54)$ Less: Missing 0 $ - 45 $ 1,208,670.96 1,879.00 16.F.7.a Packet Pg. 1980 Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) Inventory #/ BarcodeDescription 2nd Description Acq Date Acq Value Location Grant #SL007Solid/Glass Walls NxtWall (Office Partitions, Doors, and Hardware) Invoice #34956 9/14/2015 130,152.51$ Naples 130,152.51$ Install Per Quote given to Bernie Whitman Invoice #34956 9/14/2015 60,535.71$ Naples 60,535.71$ Install, Installation as per floor plan Invoice #34957 9/14/201526,257.65$ Naples 26,257.65$ 30 LACTNNS‐MLBFH24 Lacasse L‐Base ‐Silver, (30) @ $468.36 Invoice #34957 9/14/2015 14,050.80$ Naples 14,050.80$ 38 LAC41LN‐MP1523UF‐SI LacasseMobile Pedestals, (38) @ $343.55 Invoice #34957 9/14/2015 13,054.90$ Naples 13,054.90$ 114 LACTNNSQTL2 Square Lacasse Legs, Square Legs for Worksurfaces, (114) @ $Invoice #34957 9/14/2015 10,609.98$ Naples 10,609.98$ CC10006557 COPIER/SCANNER/FAX SHARP MX‐5141N W/ MX‐FX11 FAX EXPANSION 3/23/2015 10,499.87$ Naples 10,499.87$ 38 EURFLX500‐BLKOP Eurotech Chair, (38) @ $268.80 Invoice #349579/14/2015 10,214.40$ Naples 10,214.40$ 24 CD‐309HG Corpdesign High Back Exec Grey Leather, (24) @ $268.80 Invoice #34957 9/14/2015 6,451.20$ Naples 6,451.20$ 38 LACP1NS‐TR2472GR‐SI Lacasse Worksurface, 24x72, (38) @ $150.11 Invoice #34957 9/14/2015 5,704.18$ Naples 5,704.18$ NxtWall Freight Sales Inv 4308 Invoice #34956 9/14/2015 5,128.00$ Naples 5,128.00$ Officefurn Freight Sales Invoice #34957 9/14/2015 5,000.00$ Naples 5,000.00$ 36 LACP1NS‐TR2448GR‐SI Lacasse Worksurface, 24x48, (36) @ $123.09 Invoice #34957 9/14/2015 4,431.24$ Naples 4,431.24$ 30 LACT1NN‐RCT2460‐SL1 Lacasse Rectangular Top 24x60, (30) @ $140.68 Invoice #34957 9/14/2015 4,220.40$ Naples 4,220.40$ CC10006555 LACASSE 48X54 RACETRACK TABLE MODEL: ST5NS‐RT4854S 9/14/2015 4,175.53$ Naples 4,175.53$ 8 LACE1NSR3042DCS Lacasse CafA Height Table, (8) @ $411.74 Invoice #34957 9/14/2015 3,293.92$ Naples 3,293.92$ 15 EURMF‐22‐‐‐Black Eurotech Hawk Chair, (15) @ $194.40 Invoice #34957 9/14/2015 2,916.00$ Naples 2,916.00$ 15 EURMF22‐ Burgundy Eurotech Hawk Chair, (15) @ $194.40 Invoice #34957 9/14/2015 2,916.00$ Naples 2,916.00$ 15 EURMF‐22‐Blue Eurotech Hawk Chair, (15) @ $194.40 Invoice #34957 9/14/2015 2,916.00$ Naples 2,916.00$ 15 EURMF‐22‐Orange Eurotech Hawk Chair, (15) @ $194.40 Invoice #34957 9/14/2015 2,916.00$ Naples 2,916.00$ CC10006553 APPLE 27" IMAC DESKTOP COMPUTER W/ RETINA 3/19/2015 2,399.99$ Naples 2,399.99$ CC10006554 APPLE MACKBOOK PRO NOTEBOOK 15" W/ RETINA 3/23/2015 2,249.99$ Naples 2,249.99$ 4 LACE1NSR24D Lacasse Round Top ‐ 1 inch laminate, (4) @ $496.24 Invoice #34957 9/14/2015 1,984.96$ Naples 1,984.96$ 8 UNCBR31HE8GD1 Brylee ‐ café ht. stool (8) @ $187.03 Invoice #34957 9/14/2015 1,496.24$ Naples 1,496.24$ 2 UNCCU305‐DN08‐SLT United Chair Cube 300 ‐ Arm Chair, (2) @ $718.89 Invoice #34957 9/14/2015 1,437.78$ Naples 1,437.78$ 2 UNCCU305‐DN03 United Chair Cube 300 ‐ Arm Chair, (2) @ $702.41 Invoice #34957 9/14/2015 1,404.62$ Naples 1,404.62$ CC10006547 LACASSE DOUBLESIDE WORKSURFACE TABLE MODEL: SGC‐BL3 9/14/2015 1,363.90$ Naples 1,363.90$ CC10006548 LACASSE DOUBLESIDE WORKSURFACE TABLE MODEL: SGC‐BL3 9/14/2015 1,363.90$ Naples 1,363.90$ 2 LACT5NN‐B4B144‐STL Lacasse Boatshape Top, (2) @ $661.79 Invoice #34957 9/14/2015 1,323.58$ Naples 1,323.58$ 7 of 8 UNCBR31HE8GD1 Brylee ‐ café ht. stool (8) @ $187.03 Invoice #34957 9/14/2015 1,496.24$ Naples 1,309.21$ CC10006549 UNITED CHAIR HIP‐HOP WEDGE BENCH DN03 MODEL: H46CZ0D 9/14/2015 1,283.56$ Naples 1,283.56$ CC10006550 UNITED CHAIR HIP‐HOP WEDGE BENCH DN03 MODEL: H46CZ0D 9/14/2015 1,283.56$ Naples 1,283.56$ CC10006551 UNITED CHAIR HIP‐HOP WEDGE BENCH DN03/08 MODEL: H46CZ0DN3D 9/14/2015 1,283.56$ Naples 1,283.56$ CC10006552 UNITED CHAIR HIP‐HOP WEDGE BENCH DN03/08 MODEL: H46CZ0DN3D 9/14/2015 1,283.56$ Naples 1,283.56$ 8UNCBR32E8GD1 Brylee ‐ Guest Chairs with Arms, (8) @ $157.14 Invoice #34957 9/14/2015 1,257.12$ Naples 1,257.12$ 8 UNCBR32E8GD1 Brylee ‐ Guest Chairs with Arms, (8) @ $157.14 Invoice #34957 9/14/2015 1,257.12$ Naples 1,257.12$ 6 LACTNNSUCB20‐STL Lacasse U shaped combined bases, (6) @ $200.30 Invoice #34957 9/14/2015 1,201.80$ Naples 1,201.80$ CC10006556 SAMSUNG UN65H6203AF 65" LED TV 3/23/2015 1,160.00$ Naples 1,160.00$ 6 UNCBR31HE8.GD1 Brylee ‐ CafA© Height Stool, uph (6) @ $187.03 Invoice #34957 9/14/2015 1,122.18$ Naples 1,122.18$ 6 UNCBR31HE8GD1 Brylee ‐ café ht. stool (6) @ $187.03 Invoice #34957 9/14/2015 1,122.18$ Naples 1,122.18$ Defll Latitude E5540 ‐ 15.6" Invoice #1861831 4/22/2015 980.00$ Naples 980.00$ 4 UNCCU3B1M‐E8‐SDW United Chair Cube 300, (4) @ $224.73 Invoice #34957 9/14/2015 896.92$ Naples 896.92$ 2 UNCHR24‐DN08 Unitedchair Hip Hop Round Ottoman, (2) @ $389.74 Invoice #34957 9/14/2015 779.48$ Naples 779.48$ 16.F.7.aPacket Pg. 1981Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) 2 UNCHR24‐DN03 Unitedchair Hip Hop Round Ottoman, (2) @ $389.74 Invoice #349579/14/2015 779.48$ Naples779.48$ Dell OptiPlex 3020 ‐ Core i5 4Invoice #18618314/22/2015 739.00$ Naples739.00$ Frigidaire ‐ 20.5 Cu. Ft. Top‐Invoice #18611334/22/2015 675.00$ Naples675.00$ Sales Tax ‐ Modular Document SolutionsSales Order ‐ /s/ Joe Paterno 4/22/2015 629.99$ Naples629.99$ UNCHRT‐36‐SLT‐DN08 Unitedchair Hip Hop ‐ Round TableInvoice #349579/14/2015 628.12$ Naples628.12$ UNCHRT‐36‐SLT‐DN08 Unitedchair Hip Hop ‐ Round TableInvoice #349579/14/2015 628.12$ Naples628.12$ UNCCU3‐T2424 United Chair Cube 300 ‐ Square Table, 24x24Invoice #349579/14/2015 349.35$ Naples349.35$ 2 LACP1NS‐TR2442GR‐SI Lacasse Worksurface, 24x42, (2) @ $113.66 Invoice #349579/14/2015 227.32$ Naples227.32$ Shipping (Best Buy)Invoice #18611334/22/2015 204.88$ Naples204.88$ Dell ‐ 23" Widescreen Flat‐PaneInvoice #18618314/22/2015 149.99$ Naples149.99$ 4 LACLGC‐FLP Lacasse Flush Plates, Black, (4) @ $24.88Invoice #349579/14/201599.52$ Naples99.52$ Peerless SmartMountLT STL64 (x2)Invoice #18611334/22/201591.88$ Naples91.88$ Sharp ‐ 1.1 Cu. Ft. Mid‐Size MInvoice #18611334/22/201582.92$ Naples82.92$ Frigidaire ‐ Dual Icemaker KitInvoice #18611334/22/201565.00$ Naples65.00$ Peerless SmartMountLT STL67Invoice #18611334/22/201558.99$ Naples58.99$ Shipping (Best Buy)Invoice #18618314/22/201548.06$ Naples48.06$ Peerless ‐ SmartMountLT TiltinInvoice #18611334/22/201525.99$ Naples25.99$ MissingLG ‐ 24"Class (23‐5/8 Diag)Invoice #18611334/22/2015 149.99$ Naples‐$ MissingSamsung ‐ 40"Class (39‐1/2 Diag)Invoice #18611334/22/2015 349.99$ Naples‐$ MissingLG ‐ 32"Class (31‐1/2"Diag)Invoice #18611334/22/2015 211.00$ Naples‐$ NxtWall Credit for Glass DoorInvoice #349569/14/2015 (250.00)$ Naples(250.00)$ Credit for 41 LF of GlassInvoice #349569/14/2015 (1,800.00)$ Naples (1,800.00)$ Total Line Items Captured65 361,021.12$ 360,123.11$ Less: Assets Located at FGCU 0‐$ Less: Missing4(898.01)$ 60360,123.11$ 16.F.7.aPacket Pg. 1982Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) Inventory #/ Barcode Description 2nd Description Acq Date Acq Value Location FY2018 Facilities Kitchen Supplies, Small Wares, Pots & Pans (Larger ones identified below)Req# FY2018-100F 3/14/2018 7,786.12$ Immokalee 7,786.12$ Camera - New installation - 4 cameras (listed above)Invoice #16615 2,900.00$ Immokalee 2,900.00$ Atosa Glass Door Merchandiser 27x31.5 (listed above)Invoice #2186850 1,550.00$ Immokalee 1,550.00$ In-market Tablet, 2-in-1 Scanner Swiper Yake - Invoice #102741 1,495.00$ Immokalee 1,495.00$ Reception Desh Shell, Lacasse OFDC - Invoice #1797 1,041.43$ Immokalee 1,041.43$ Storage Cabinet OFDC - Invoice #1797 767.31$ Immokalee 767.31$ Installation of Office Furniture OFDC - Invoice #1797 700.00$ Immokalee 700.00$ Software License One-Time Setup Fee Yake - Invoice #102741 500.00$ Immokalee 500.00$ Reception Return, Lacasse OFDC - Invoice #1797 482.91$ Immokalee 482.91$ 6 Wire Shelving, 18"x60" green epoxy coated, (6) @ $78.10 Invoice #2187047 468.60$ Immokalee 468.60$ 4 Wire Shelving, 18"x72" green epoxy coated, (4) @ $81.06 Invoice #2186850 324.24$ Immokalee 324.24$ 4 Wire Shelving, 18"x60" green epoxy coated, (4) @ $78.10 Invoice #2186850 312.40$ Immokalee 312.40$ 4 Shelving Post, 74"H, green epoxy coated, (4) @ $44.44 Invoice #2186850 177.76$ Immokalee 177.76$ 4 Shelving Post, 74"H, green epoxy coated, (4) @ $44.44 Invoice #2187047 177.76$ Immokalee 177.76$ 2 Wire Shelving, 18"x72" green epoxy coated, (2) @ $81.06 Invoice #2187047 162.12$ Immokalee 162.12$ Shipping Invoice #2186850 160.00$ Immokalee 160.00$ Pastry Display Invoice #2186850 107.10$ Immokalee 107.10$ 908tm Bar Blender, two speed, 44oz Invoice #2186850 99.00$ Immokalee 99.00$ 8 Kleen-Pail, 6 qt., "sanitizing solution"Invoice #2186850 42.00$ Immokalee 42.00$ 3 Magnetic Bar, 18" L, plastic base, (3) @ $9.00 Invoice #2186850 27.00$ Immokalee 27.00$ 3 Magnetic Bar, 13" L, plastic base, (3) @ $6.87 Invoice #2186850 20.61$ Immokalee 20.61$ Best Guard Oven Mitt, 17"Invoice #2186850 10.35$ Immokalee 10.35$ French Rolling Pin 20" WRO-20F Invoice #2186850 6.95$ Immokalee 6.95$ Total Line Items Captured 23 19,318.66$ 19,318.66$ Less: Duplicates 0 -$ Less: Assets Located at FGCU 0 -$ Less: Missing 0 -$ 23 19,318.66$ 16.F.7.a Packet Pg. 1983 Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) Inventory #/ Barcode Description 2nd Description Acq Date Acq Value Location Grant #SL025 & USDA CC10009452 GAS CONVECTION STEAMER OVEN ELEXTROLUX 269753 EII - CULINARY KITCHEN 6/12/2018 18,600.00$ Immokalee 18,600.00$ CC10009449 DISHWASHER HOBART AM15T-2 EII - CULINARY KITCHEN; DOOR TYPE6/12/2018 16,685.00$ Immokalee 16,685.00$ CC10009448 CONVECTION OVEN BLODGETT DFG-100 DBL EII - CULINARY KITCHEN; DOUBLE 6/12/2018 14,745.00$ Immokalee 14,745.00$ CC10009447 VEGETABLE WASHER POWER SOAK 50PSP75L3B1 EII - CULINARY KITCHEN 6/12/2018 12,775.00$ Immokalee 12,775.00$ CC10009446 ROLL-IN PROOFER DOYON E236TLO EII - CULINARY KITCHEN; CABINET 6/12/2018 10,990.00$ Immokalee 10,990.00$ CC10009451 DELUXE CONTROL SMOKER OVEN ALTO SHAMM 1767-SK/111 EII - CULINARY KITCHEN 6/12/2018 10,100.00$ Immokalee 10,100.00$ CC10009450 BLAST CHILLER FREEZER MASTERBILT MBCF48/28-4A EII - CULINARY KITCHEN 6/12/2018 8,655.00$ Immokalee 8,655.00$ CC10009445 MIXER 30 QUART HOBART HL300-1STD EII - CULINARY KITCHEN 6/12/2018 8,655.00$ Immokalee 8,655.00$ CC10009467 MIXER 20 QUART W/STAND HOBART HL200-1STD EII - CULINARY KITCHEN 6/12/2018 6,390.00$ Immokalee 6,390.00$ CC10009465 HD RANGE 36" 6 OPEN BURNERS GARLAND C836-6 EII - CULINARY KITCHEN 6/12/2018 6,385.00$ Immokalee 6,385.00$ CC10009444 GAS COUNTERTOP GRIDDLE W/STAND VULCAN 936RX EII - CULINARY KITCHEN 6/12/2018 6,240.00$ Immokalee 6,240.00$ CC10009464 HD RANGE 34" 4 OPEN BURNERS GARLAND M44R EII - CULINARY KITCHEN 6/12/2018 6,005.00$ Immokalee 6,005.00$ CC10009463 CHARBROILER MAGIKITCH'N FM-RMB-636 EII - CULINARY KITCHEN 6/12/2018 5,715.00$ Immokalee 5,715.00$ CC10009443 REACH-IN FREEZER TRUE STA1F-1S-HC (713)EII - CULINARY KITCHEN 6/12/2018 5,091.00$ Immokalee 5,091.00$ CC10009474 SOILED DISHTABLE WITH POT SINK EAGLE SPECFAB EII - CULINARY KITCHEN 6/12/2018 4,515.00$ Immokalee 4,515.00$ CC10009458 FOOD PACKAGING MACHINE VACMASTER VP680 EII - CULINARY KITCHEN 6/12/2018 4,400.00$ Immokalee 4,400.00$ CC10009460 REACH-IN REFRIGERATOR TRUE STA1R-1S-HC EII - CULINARY KITCHEN 6/12/2018 4,360.00$ Immokalee 4,360.00$ CC10009461 ICE MAKER WITH BIN HOSHIZAKI KM-515MAH/B500SF EII - CULINARY KITCHEN; BIN SERIAL G55371E6/12/2018 4,325.00$ Immokalee 4,325.00$ CC10009459 DISPOSER INSINKERATOR SS-300-7-AS101 EII - CULINARY KITCHEN 6/12/2018 4,030.00$ Immokalee 4,030.00$ CC10009457 FOOD PROCESSOR BERKEL M2000-5 EII - CULINARY KITCHEN 6/12/2018 3,645.00$ Immokalee 3,645.00$ CC10009443 REACH-IN FREEZER TRUE STA1F-1S-HC (714)EII - CULINARY KITCHEN 6/12/2018 3,309.00$ Immokalee 3,309.00$ CC10009466 MEAT SLICER BERKEL X13E-PLUS EII - CULINARY KITCHEN 6/12/2018 3,115.00$ Immokalee 3,115.00$ CC10009497 COMPARTMENT SINK EAGLE FN2448-2-24R 1413; DOUBLE EII - CULINARY KITCHEN 6/12/2018 3,075.00$ Immokalee 3,075.00$ CC10009455 ISLAND STYLE WORK TABLE JOHN BOOS BKSC340 EII - CULINARY KITCHEN 6/12/2018 2,820.00$ Immokalee 2,820.00$ CC10009456 ISLAND STYLE WORK TABLE JOHN BOOS BKSC340 EII - CULINARY KITCHEN 6/12/2018 2,430.00$ Immokalee 2,430.00$ CC10009462 MIXER 5 QUART HOBART N50-60 EII - CULINARY KITCHEN 6/12/2018 2,230.00$ Immokalee 2,230.00$ CC10009454 VEGETABLE DRYER HOBART SDPE-11 EII - CULINARY KITCHEN 6/12/2018 2,060.00$ Immokalee 2,060.00$ CC10009503 WORK TABLE W/ FAUCET, SINK & DRAIN EAGLE SPECFAB EII - CULINARY KITCHEN 6/12/2018 1,905.00$ Immokalee 1,905.00$ CC10009496 COMPARTMENT SINK EAGLE FN2424-1-1413; SINGLE EII - CULINARY KITCHEN 6/12/2018 1,845.00$ Immokalee 1,845.00$ CC10009502 CLEAN DISHTABLE W/SHELF EAGLE SPECFAB EII - CULINARY KITCHEN 6/12/2018 1,660.00$ Immokalee 1,660.00$ CC10009453 WORK TABLE W/ FAUCET, SINK & DRAIN EAGLE SPECFAB EII - CULINARY KITCHEN 6/12/2018 1,240.00$ Immokalee 1,240.00$ CC10009504 WORK TABLE EAGLE T3084SE-BS EII - CULINARY KITCHEN 6/12/2018 1,165.00$ Immokalee 1,165.00$ CC10009475 WORK TABLE W/CUTTING BOARD EAGLE SPECFAB EII - CULINARY KITCHEN; ISLAND TYPE; YT30722915006/12/2018 1,151.25$ Immokalee 1,151.25$ CC10009476 WORK TABLE W/CUTTING BOARD EAGLE SPECFAB EII - CULINARY KITCHEN; ISLAND TYPE; YT30722915006/12/2018 1,151.25$ Immokalee 1,151.25$ CC10009477 WORK TABLE W/CUTTING BOARD EAGLE SPECFAB EII - CULINARY KITCHEN; ISLAND TYPE; YT30722915006/12/2018 1,151.25$ Immokalee 1,151.25$ CC10009478 WORK TABLE W/CUTTING BOARD EAGLE SPECFAB EII - CULINARY KITCHEN; ISLAND TYPE; YT30722915006/12/2018 1,151.25$ Immokalee 1,151.25$ CC10009479 WORK TABLE W/CUTTING BOARD EAGLE SPECFAB EII - CULINARY KITCHEN; ISLAND TYPE; YT30722915006/12/2018 1,151.25$ Immokalee 1,151.25$ CC10009480 WORK TABLE W/CUTTING BOARD EAGLE SPECFAB EII - CULINARY KITCHEN; ISLAND TYPE; YT30722915006/12/2018 1,151.25$ Immokalee 1,151.25$ CC10009481 WORK TABLE W/CUTTING BOARD EAGLE SPECFAB EII - CULINARY KITCHEN; ISLAND TYPE; YT30722915006/12/2018 1,151.25$ Immokalee 1,151.25$ CC10009482 WORK TABLE W/CUTTING BOARD EAGLE SPECFAB EII - CULINARY KITCHEN; ISLAND TYPE; YT30722915006/12/2018 1,151.25$ Immokalee 1,151.25$ CC10009468 SECURITY CAGE -UNIT WINHOLT EC-3-3048/2ADJ EII - CULINARY KITCHEN 6/12/2018 1,125.00$ Immokalee 1,125.00$ 16.F.7.a Packet Pg. 1984 Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) CC10009469 SECURITY CAGE -UNIT WINHOLT EC-3-3048/2ADJ EII - CULINARY KITCHEN 6/12/2018 1,125.00$ Immokalee 1,125.00$ CC10009470 SECURITY CAGE -UNIT WINHOLT EC-3-3048/2ADJ EII - CULINARY KITCHEN 6/12/2018 1,125.00$ Immokalee 1,125.00$ CC10009471 SECURITY CAGE -UNIT WINHOLT EC-3-3048/2ADJ EII - CULINARY KITCHEN 6/12/2018 1,125.00$ Immokalee 1,125.00$ CC10009472 SECURITY CAGE -UNIT WINHOLT EC-3-3048/2ADJ EII - CULINARY KITCHEN 6/12/2018 1,125.00$ Immokalee 1,125.00$ CC10009473 SECURITY CAGE -UNIT WINHOLT EC-3-3048/2ADJ EII - CULINARY KITCHEN 6/12/2018 1,125.00$ Immokalee 1,125.00$ CC10009505 FILTRATION SYSTEM EVERPURE EV932523 EII - CULINARY KITCHEN 6/12/2018 1,070.00$ Immokalee 1,070.00$ CC10009483 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009484 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009485 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009486 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009487 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009488 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009489 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009490 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009491 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009492 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009493 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009494 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009495 BUN PAN RACK CRES COR 207-1812-SD EII - CULINARY KITCHEN 6/12/2018 1,050.00$ Immokalee 1,050.00$ CC10009498 WORK TABLE EAGLE T3072SE EII - CULINARY KITCHEN 6/12/2018 1,030.00$ Immokalee 1,030.00$ CC10009499 WORK TABLE EAGLE T3072SE EII - CULINARY KITCHEN 6/12/2018 1,030.00$ Immokalee 1,030.00$ CC10009500 WORK TABLE EAGLE T3072SE EII - CULINARY KITCHEN 6/12/2018 1,030.00$ Immokalee 1,030.00$ CC10009501 WORK TABLE EAGLE T3072SE EII - CULINARY KITCHEN 6/12/2018 1,030.00$ Immokalee 1,030.00$ Total Line Items Captured 64 223,960.00$ 223,960.00$ Less: Duplicates 0 -$ Less: Assets Located at FGCU 0 -$ Less: Missing 0 -$ 64 223,960.00$ 16.F.7.a Packet Pg. 1985 Attachment: Schedule 1 - Assets (9463 : EII Separation and Transfer of Assets/Liabilities) SCHEDULE 2 ECONOMIC INCUBATORS, INC. LIABILITIES The following list of sub schedules and attachments constitute known liabilities of EII, including any that are known to have been threatened or to exist, but not asserted. 2-A See attached list of known obligations and amounts. 2-B See attached list of known obligations with estimated amounts where known or without amounts. 2-C Existing leases 2-D Existing grant contracts 2-E Other existing contracts 2-F Any and all existing permits and licenses, including but not limited, with respect to food sales, preparation, storage and production. 16.F.7.b Packet Pg. 1986 Attachment: Schedule 2-Liabilities (9463 : EII Separation and Transfer of Assets/Liabilities) 2-A List of Known Obligations and Amounts Description As of June 13th DEX Imaging 755.08 Compass 1,500.00 Tuscan 6,500.00 Paychex 99.00 Immokalee Insurance 4,034.48 Deferred Sponsorship Immokalee 2,500.00 Deferred Private Donations - Restricted 363.00 Naples Accelerator Insurance 1,419.99 FFIB Business Card 1,327.91 Collier County USDA 478.64 Onward Technologies - old bill 1,344.70 PTO Payout as of 6/15/19 25,914.0 Immokalee Electric - LCEC 913.67 $47,150.47 16.F.7.b Packet Pg. 1987 Attachment: Schedule 2-Liabilities (9463 : EII Separation and Transfer of Assets/Liabilities) 2-B List of Known Obligations With Estimated Amounts Where Known or Without Amounts Description As of June 30th Payroll 6/28/19 - Final 12,600.00 Final Procurement Card Payoff 3,500.00 Tuscan - Final Tax Return 2,000.00 SharBro - Bookkeeper 400.00 Bond Schoeneck & King – Attorney 2,000-5,000 Final Vendor Invoices 4,500 TriNet HR Corporation - Marshall Cobra Fee ends 10/31/2019 300.00 Midwest Reprographics, Inc - Prints Membership Roster 85.00 Paychex Business Solutions - Cobra, Final bills, etc. 1500.00 GoDaddy.com TBD Grasshopper, LLC 50.00 Sunbiz.org- Dissolution 52.50 Google Adwords 500.00 Office Supplies 600.00 Naples Century Link - Fiber Naples 366.65 Century Link - Cable & Phone Naples 400.00 DEX imaging 800.00 Shift Coffee Bar - Cold Brew on tap 213.00 The Java Butler - coffees 300.00 The Java Butler - monthly maintenance 100.00 Jumpanzee – website hosting Naples site 55.00 Participant Amenities 600.00 Immokalee 16.F.7.b Packet Pg. 1988 Attachment: Schedule 2-Liabilities (9463 : EII Separation and Transfer of Assets/Liabilities) CenturyLink Immokalee - Internet 92.05 ECOLAB Pest Elimination Division 199.00 Immokalee Electric - LCEC 500.00 Jumpanzee – website hosting Culinary Site 55.00 Immokalee Water & Sewer District 335.93 Waste Connections of Florida 310.96 Cintas - Payer #13498775 - Supplies 150.00 EcoLab- Chemicals -- New York 300.00 EcoLab- Chemicals -- New York - Machine Rental Water Softener 162.39 ECOLAB Food Safety Specialties 400.00 Balgas 394.04 Nexudus Spaces 60.00 CT Fire Protection, Burglar Alarm 44.85 CT Fire Protection, Fire Monitoring 44.85 Ruth Fehr, President/Owner - Circle Consulting, LLC - Seminole Tribe Event 780.00 Woodstock's Conditioned Air - Woodstock’s 472.00 Delicious Nutritious, Inc. - Yoke Software (Immokalee & Woodstock’s) 150.00 Fit Foods 240.00 Total: $33,613.22 16.F.7.b Packet Pg. 1989 Attachment: Schedule 2-Liabilities (9463 : EII Separation and Transfer of Assets/Liabilities) 2-C Existing Leases 1. EII and Kraft Office Center, LLC, October 27, 2016 (Woodstock’s) 2. EII and the Collier County Airport Authority, December 12, 2017 (Culinary Accelerator @ Immokalee. 16.F.7.b Packet Pg. 1990 Attachment: Schedule 2-Liabilities (9463 : EII Separation and Transfer of Assets/Liabilities) 2-D Existing Grant Contracts The Department of Economic Opportunity, Agreement No. SL025, July 22, 2016 Collier County and United States Department of Agriculture Grant Agreement. 16.F.7.b Packet Pg. 1991 Attachment: Schedule 2-Liabilities (9463 : EII Separation and Transfer of Assets/Liabilities) 2-E Other Existing Contracts Naples • EII and DEX Imagining Service Contract, expires 3/21/2020 Culinary Accelerator @ Immokalee • EII and Balgas Propane, February 13, 2018 • EII and Ecolab (Water Softener Rental and Maintenance Agreement), July 10, 2018 • EII and EcoLabs (Pest Services Agreement), January 24, 2018 • EII and State of Florida Department of Business and Professional Regulation (DBPR) – Non-Seating Food Service – Expires December 1, 2019 • EII and Collier County Business Tax Receipt, Expires September 30, 2019 • EII and Collier County, Certificate of Occupancy 16.F.7.b Packet Pg. 1992 Attachment: Schedule 2-Liabilities (9463 : EII Separation and Transfer of Assets/Liabilities) 2-F Any and All Existing Permits and Licenses, Including But Not Limited, With Respect to Food Sales, Preparation, Storage and Production 16.F.7.b Packet Pg. 1993 Attachment: Schedule 2-Liabilities (9463 : EII Separation and Transfer of Assets/Liabilities) Page 1 of 4 GENERAL ASSIGNMENT, CONVEYANCE AND ASSUMPTION OF ASSETS AND LIABILITIES AGREEMENT This General Assignment, Conveyance and Assumption of Assets and Liabilities Agreement (the “Agreement”) is made and entered into this 9th day of July, 2019, by and between THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA (the “Assignee” or “County”)) and ECONOMIC INCUBATORS, INC., a Florida Not for Profit Corporation, with its principal address at 3510 Kraft Rd. Suite 200, Naples, FL 34105 (the “Assignor” or “EII”). In consideration of the mutual covenants contained herein, it is agreed by and between the parties as follows: RECITALS: Whereas, EII is a not for profit corporation dedicated to helping start-ups and assisting businesses to launch in Southwest Florida and oversees the operation of three divisions in Southwest Florida consisting of: The Naples Accelerator, the Florida Culinary Accelerator and Woodstock’s Market (the “Operating Divisions”); and Whereas, EII has benefited from the support of the community and Collier County, including assistance from Collier County administrative officials, the Board of County Commissioners and a wide variety of partners in local universities, organizations, businesses and citizens, which provided the patronage, backing and encouragement to realize a successful business incubator enterprise; and Whereas, EII wishes and agrees to assign to County all its rights and interests in its Personal Property, Leases, Agreements, Commitments, Trademarks, Domain Registration Names, and all other items of real and nominal value associated with the operation of Economic Incubators, Inc. and its above referenced Operating Divisions as identified and set forth in Schedule 1 to the Agreement (hereafter referred to as the “Assigned Items” or “Assets”); and Whereas, it is recognized that by this Agreement that EII has: (i) transferred, conveyed and assigned all of its Assets to the County, which Assets have an adjusted book value as set forth in Schedule 1; (ii) retained no assets whatsoever; (iii) received no consideration or payment for the Assets so transferred in return; and (iv), by virtue of the terms of this Agreement, made adequate provision for the payment or discharge of its liabilities in accord with F.S. Sections 617.1406 (3)(a) and (b) by the County accepting such Assets subject to and assuming liability for any such liabilities on the limited recourse basis provided for herein; and Whereas the parties enter into this Agreement for the purposes expressed. WITNESSETH: NOW, THEREFORE, in consideration of good and valuable consideration exchanged amongst the parties as set forth above, and in consideration of the covenants contained herein, the parties agree as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. 16.F.7.c Packet Pg. 1994 Attachment: EII Agreement Final (9463 : EII Separation and Transfer of Assets/Liabilities) Page 2 of 4 2. Assignment of Assets. EII hereby assigns to County, and County hereby accepts from EII, the Assigned Items or Assets, subject to the Liabilities below. 3. Assumption of Liabilities. In order to enable EII to make adequate provision for any liabilities, and as consideration for this transfer, the County hereby agrees to accept the Assets subject to, and to assume liability, but only on the limited basis herein described, for any and all of EII’s liabilities (the “Liabilities”), those of which are known, being identified on Schedule 2. The liability hereby assumed by the County is limited, and regardless of the amount of such Liabilities, shall not be greater than: (i) the Assets received by County from EII, identified in Schedule 1, and/or the proceeds of any disposition of such Assets retained by the County as they can be traced plus (ii) any available insurance proceeds that can be assigned to the County by EII (hereinafter referred to collectively as the “Source of Recovery”). Any recovery against the County shall: (i) be limited solely to the Source of Recovery, and is not available against any other County assets, as the means for EII to make adequate provision for its Liabilities as required by F.S. Sections 617.1406(3)(a) and (b) and (ii) be subject and subordinate to any rights of the providers of any government grant funding used by EII to purchase any of the Assets. The County accepts no greater liability than such recovery as may be possible by an EII creditor solely against the Source of Recovery and further subject to the limitation in item (ii) of the preceding sentence. It is the intention of the parties that any creditor of EII have no lesser nor greater rights or ability to recover against the Source of Recovery by virtue of this transfer than would have been the case had the Assets remained with EII and not been transferred to the County hereby. 4. Representation from EII. EII hereby represents to County, that to the best of its information, knowledge and belief, Schedule 1 and Schedule 2 sets forth in their entirety all of the material Assets and Liabilities respecting of EII as of the date of this Agreement. 5. Further Assurances. Assignor and Assignee each agree to take all reasonable additional actions and to execute, acknowledge and deliver any and all documents that the other party hereto may reasonably request to affect the intent and purposes of this Agreement and the transactions contemplated hereby, including Bills of Sale and required government documents, including tax forms and Florida Department of Economic Opportunity and U.S. Department of Agriculture requests. To that end, EII hereby designates either Richard C. Grant or J. Dudley Goodlette, as Chair and Vice Chair of its board of directors respectively, to execute any and all such additional documents, and the County hereby designates its then current County Manager as its agent to execute any and all such additional documents. This paragraph shall survive the dissolution of EII to the extent allowable under applicable law for the purposes of winding down EII. 6. Merger and Integration Clause. This Agreement constitutes the entire agreement between the parties with respect to the activities noted herein and supersedes and takes the place of any and all previous agreements entered into between the parties hereto relating to the transactions contemplated herein. All prior representations, undertakings, and agreements by or between the parties hereto with respect to the subject matter of this Agreement are merged into, and expressed in, this Agreement, and any and all prior representations, undertakings, and agreements by and between such parties with respect thereto hereby are canceled. 16.F.7.c Packet Pg. 1995 Attachment: EII Agreement Final (9463 : EII Separation and Transfer of Assets/Liabilities) Page 3 of 4 7. Amendment. This Agreement may be modified or amended only by a written instrument duly executed by each of the parties hereto. 8. No Third-Party Beneficiary. The terms and provisions of this Agreement is intended solely for the benefit of the parties hereto and their respective successors or permitted assigns, and this Agreement shall not confer third-party beneficiary rights upon any other person. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns and no others. 9. Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Assignor with full decision-making authority, to the extent allowable under applicable law and EII bylaws, or in the alternative by Assignor’s authorized agent to make the presentation of any settlement reached during negotiations to Assignor for approval, and by Assignee’s staff person who shall make the presentation of any settlement reached during negotiations to Assignee for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through mediation before an agreed-upon Circuit Court mediator certified by the State of Florida. The mediation shall be attended by representatives of Assignor with full decision-making authority and by Assignee’s staff person or designee who would make the presentat ion of any settlement reached at mediation to Assignee’s Board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or State courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters, and any dispute arising out of this Agreement shall be governed by Florida law. 10. Effective Date. This Agreement shall be deemed effective as of the date entered into by the parties stated on the top of page one. 11. Independent Parties. Nothing contained herein shall be deemed or construed to create between or among any of the parties any joint venture or partnership nor otherwise grant to one another the right, authority or power to bind any other party hereto to any agreement whatsoever. Remainder of Page Intentionally Left Blank Signature Page to Follow 16.F.7.c Packet Pg. 1996 Attachment: EII Agreement Final (9463 : EII Separation and Transfer of Assets/Liabilities) Page 4 of 4 IN WITNESS WHEREOF, the parties have executed this Agreement by their below designated representatives. DATE: ____________________________ ATTEST: BOARD OF COUNTY COMMISSIONERS CRYSTAL K. KINZEL, CLERK OF COLLIER COUNTY, FLORIDA By:____________________________ By:__________________________________ , Deputy Clerk William L. McDaniel, Jr., Chairman Approved as to form and legality: _______________________________ Jeffrey A. Klatzkow, County Attorney ECONOMIC INCUBATORS, INC. ______________________________ By:________________________________ FIRST WITNESS Print Name:_________________________ Title:_______________________________ ______________________________ Print Name ______________________________ SECOND WITNESS ______________________________ Print Name 16.F.7.c Packet Pg. 1997 Attachment: EII Agreement Final (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 1 June 28, 2019 Mr. Sean Callahan Exec. Director of Corporate Business Operations 3299 Tamiami Trail E, Building F, Suite 202 Naples, Florida 34113 RE: EII Transition/ Knowledge & Assets Transfer Dear Sean, In an effort to continue operations of the accelerator program in a seamless manner, this letter includes useful information. On behalf of EII, we would personally like to thank the County and Clerk’s staff for working so hard to expedite the release of reimbursement funds, which assisted with this transition. To date, below is a summary of the accounts payables and account receivables. EII processed payments for final payroll ending June 30th, final payout of paid time off liability (PTO), paid off Compass, paid off Tuscan and an auto debit for LCEC. As of June 28, 2019, EII will no longer process payments on the bills included. Any funds remaining or received will be transferred to the County. The list does not include any additional invoices that come in after today’s date. Staff has been working diligently with the County to transfer all vendor accounts; however, this is a process that is still ongoing. On Thursday, June 27, 2019, EII submitted payroll reimbursement request FY19-18, payroll ending on June 30, 2019 for the total amount billable amount to the County of $15,083.23. In addition, EII will has just invoiced the County for the billable portion the employee PTO which totals $25,137.29. This will leave a remaining balance of $117,845.14 in the contract. EII staff understood that the goal was to make sure that all invoices currently depicting EII as the customer name should have been satisfied by 6/30/19. Due to timing of cash receipts of an outstanding $3,373.96 and a payroll reimbursement request of $15,083.23. EII is short $17,910.37 (see detailed notes below the table). 16.F.7.d Packet Pg. 1998 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 2 From this assumption it is also clear there should be additional revenue dollars to transfer to the County. Let us explain some things about the Cash Projection table above. 1. There could be more invoices. 2. There could be more cash receipts including utility deposits. 3. The $2,500 Restricted Donations – Culinary Event is a liability so the cash will remain available and/or be transferred. The Restriction is that the $2,500 must be used for a new culinary event in Immokalee in place of the one we had to postpone in March 2019. Or return the $2,500 to the donors (Wynn’s and FFIB). 4. The $10,000 is a pure estimate of additional expenses. We do not now know amounts but if not used it will be returned to the County. 5. The $4,570 cash receipts is an estimate of June revenues still pending based on receivables. 6. The final June 30 payroll reimbursement was submitted on June 27, 2019, this might be a timing issue. 7. The County will need to pay the bills that EII does not or cannot. 8. Any positive funds remaining will be transferred to the County. 16.F.7.d Packet Pg. 1999 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 3 Accounting EII prepaid the accounting firm, ShaBro, the monthly fee of $450.00 to complete the month closeout for June financials and any unforeseen accounting needs. Not included in the cash projection as this been paid. Make sure all final sales tax forms are handled and transferred to the County. Sharon Brotherton ShaBro Alternative Office Solutions (239) 437-3016 (239) 236-1589 Fax sharon@shabroofficesolutions.com Bill.com (how checks are paid) This is the platform that is used for processing checks. EII bookkeeper will terminate the subscription of this as of June 30, 2019. Any information can be requested from Sharon Brotherton. If the County funds the reimbursement request for the final payroll, all outstanding bills can be handled through this software on or before June 30, 2019. If the County would like to have this option after June 30th, the software will need to remain active and there will be an additional cost. First Florida Integrity Bank The following is a list of dates of important items to note: • June 5, 2019, EII received a letter that the Promissory Note (Credit Line) was paid off. • June 21, 2109, EII closed two bank accounts and this will be reflected on the financials provided by ShaBro for June 2019 o 1) Donations Acct #7099 o 2) Restricted #4735 • June 26, 2019, the credit cards were cancelled and shredded As President of EII, I will continue to have access to the bank as necessary. The Chairman also is a check signer and has access. Auditing/990 Forms EII must file a final tax return. This can be done by Tuscan & Company, PA Certified Public Accountants & Consultants for a cost of $1,350. In compliance with the state grant and audit is required. Can the County provide a waiver for any audit requirements as it pertains to this grant? 16.F.7.d Packet Pg. 2000 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 4 Assets EII purchased three cell phones (all under the $1,000 fixed asset threshold for capitalization) with the State grant. One of the phones is currently in use by Ahmed El. One is locked in the cabinet by the front desk at the Naples Accelerator and the third phone was retuned on June 27, 2019 to EII, which was provided to Jace Kentner on the same date, who now occupies the use of this technology. On, June 27, 2019, Jace was made aware that I still have the MacBook Pro laptop listed on the fixed assets list as #2 – Naples Accelerator. After discussing the transition with the board and the timing of the wrap up due to accounting needs, it was determined in the best interest of EII to continue using this asset. This laptop will be returned when we finish the proper transition. Mail This has not been forwarded to the County, therefore, all mail for EII as a corporation will continue to be delivered to this address. Please forward any pure EII corporate mail to Dick Grant’s assistant, Tara Friedman. As we wrap up our June financials, please send any mail that pertains to close out. Insurances Per the direction of Sean, EII cancelled policies effective 7/1/19 Once the cancellations are processed any unearned premium will be refunded. This can take up to a few months to be returned since we are dealing with surplus lines carriers. Once the cancellations are processed the carrier notifies the broker, sends them the refund then the broker will notify us via account statement and then at that point we would refund you any refunds that would apply. Existing leases - Rent Payments The cash projection does not include rent payments for Immokalee and Woodstock’s, both due 7/1/19. Please advise how this will be handled. Staff provided a few recommendations regarding Woodstock’s to County staff. Please remember this buildout was also funded by the State of Florida, DEO Grant #SL025. 16.F.7.d Packet Pg. 2001 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 5 Existing Grant Contracts Staff understands that the County has taken the lead on the DEO grant and that the USDA grant was awarded to Collier County. Reporting DEO – State of Florida, current requirements of EII per state contract. A Quarterly report is due by July 31, 2019 and the annual report which includes job numbers for Immokalee only is due by July 20, 2019. Sample reports were provided to County staff and also saved to the hard drive which Jace has in his possession. The state grant also requires and annual audit to be submitted per the contract. Other Existing Contracts County staff is aware, and the list below provides details. Not sure the status, please advise. Florida Culinary Accelerator @ Immokalee and Woodstock’s EII Staff at the Culinary Accelerator were notified and County staff also regarding the licensing, inspections and timing issues as it related to food permits and such. Currently all permits will need to be changed from EII to County. This is not a simple change and will require inspections and fees. Please be advised. 16.F.7.d Packet Pg. 2002 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 6 Technology EII utilized Onward Technology as our CIO. This company has access to all records, passwords, security, etc. They are familiar with software and hardware at both accelerators. With limited staff, EII operated efficiently utilizing technology solutions. Solutions in place that might be necessary for the transition and continued operations. • Grasshopper - cloud based solution to run the business, forwarded to cell phones. • Nexedus Spaces – Customer relationship management (CRM) currently configured for Immokalee – deposit payments into banking, tracking of participants • EventBrite - manage events - RSVPs • Constant Contact- email blasts and lunch and learn invitations • Hootsuite - social media (Facebook, Twitter, Instagram, LinkedIn, and Google Plus) • Google docs - Master company spreadsheet for Naples Accelerator • Yoke - mobile application to place orders – Woodstock’s • Vend - management system, stock control– Woodstock’s • Heartland - banking system– Woodstock’s • Meraki - camera system Woodstock’s • Website Forms – Stripe connecting to EII bank account Software in use that will not be used by the County after the transition. • QuickBooks online for bookkeeping and all accounting - connecting to EII bank account • Paychex Solutions for payroll, benefits and retirement • Microsoft SharePoint - All locations, shared files 16.F.7.d Packet Pg. 2003 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 7 Data Records The County needs to become the custodian of EII records to satisfy the requirements of Article V and its subsection 4 and Article VII of the EII-BCC Contract, given that EII will no longer have any staff, assets or location to house, store and maintain these records. Operational Data files were saved electronically on a portal hard drive that was provided to Jace on Thursday, June 27, 2019. Most of the paper files are stored in the back-storage room in the Naples Accelerator by the network equipment (see picture below). The remaining active files are located in either office #2 or at the reception desk in the file cabinets. The electronic records are also saved in the cloud. If there is something additional the County would like, please work with our IT technology partner, Onward Technology Solutions. Office 365 EII currently has a nonprofit subscription that will expire on October 4, 2019. Recommendation to work with IT staff on the best transition and let EII know when this should be cancelled. 16.F.7.d Packet Pg. 2004 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 8 This is an explanation if nothing is done after the term is up. The credit card on file is no longer active. 16.F.7.d Packet Pg. 2005 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 9 Websites EII utilizes three main websites that serve as the mechanism for online functions. Staff has been working closely with County staff to make sure training occurred, vendors were linked, and other information was shared. It is possible as the County migrates all technology the website should be considered. https://naplesaccelerator.com/ https://theculinaryaccelerator.com/ https://economicincubators.com/ There is a main email address used for Naples that functions on the online calendar functions. County Staff is working on this transition. The contact for all website information is Jumpanzee. They host the website and can make updates as necessary. The monthly hosting is a flat fee. DNS Server This is handled by Onward Technology using GoDaddy. Email Accounts EII staff worked with County staff and updated Jennifer and Nikki’s email to include a auto response email. A recommendation is to keep these email accounts active for 30 days then terminate them. This can be done by Onward Technology. Due to change in management all emails for the Accelerator Program should be directed to Mr. Jace Kentner, Director at jace.kentner@colliercountyfl.gov or call 230.249.5911 ext 0. 16.F.7.d Packet Pg. 2006 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 10 Passwords EII staff has been working with the County to provide access to accounts and requested the County change passwords. A list was also provided to Jace on the encrypted hard drive. EII staff utilized “My Glue” which is a password vault managed by Onward Technology. They have master access to any password if necessary. This will be closed at a time not yet determined. Vendors EII staff have been working towards the goal to either terminate or transfer its contacts to the County. Please advise if EII should contact any of these vendors and cancel service. Paychex’s Final Fees Employees pay COBRA fees if they elect. The only additional fees would be W-2 processing. That is usually $75 base fee plus $10 per W-2. Staff has reached out to determine if this can be done in early July. LCEC – Culinary Accelerator-Culinary Accelerator • June 27, 2019, contacted and was told that no one has been in touch to make this transfer. • EII has a $2,000 deposit that will be sent back via check once the account is transferred or closed. Century Link) – Both Accelerators • There are three accounts (Naples Fiber, Naples Conf. Phone/Cable, Immokalee Internet) • County staff is working on this per Sean and IT Department • June 25, 2019, contacted Century Link – Account #459762206 - Naples Conf Phone & Cable and was told that the service has not been transferred as of yet. Grasshopper (virtual phone system) – Both Accelerators Worked with County staff and this transfer is complete. • On June 27, 2019, staff added Jace and Aisling number to the system • Removed extension numbers for Jennifer and Nikki The extensions remain as follows: 0 – Naples Accelerator – Aisling (if Aisling can’t get it, it’ll roll over to Jace) 1 – Culinary Accelerator – Ahmed 3 – Woodstock’s – Ahmed x703 Ahmed x705 Juan 16.F.7.d Packet Pg. 2007 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities) 3510 Kraft Road, Suite 200|Naples, Florida | 34105 www.naplesaccelerator.com 170 Airpark Blvd. #103 | Immokalee, Florida |34142 www.theculinaryaccelerator.com Local: 239-249-5911 |Toll Free: 855-949-5911 www.economicincubators.com 11 Calls that come in through that number will show up as (239) 249-5911. Staff can place a live call on hold by pressing the pound sign twice (##). Once staff puts a caller on hold you can: Press 1 to return to the call. Press 2 to transfer the call to another extension. DEX imaging – Naples Accelerator County staff transitioned this as a vendor. This is complete. EcoLab- Culinary Accelerator County staff informed EII they are currently working on this transition Balgas- Culinary Accelerator County staff informed EII they are currently working on this transition Waste Connections - Culinary Accelerator Completed - This has been changed to reflect the customer name of Collier County Board of County Commissioners. The amount due is $310.96 per month. Upcoming events The Culinary Accelerator had a PO to host events with the Seminole Tribe. This information has been forward to County staff. The following classes in Immokalee are estimated to be held on 7/18/19 and 11/16/19. Please don’t forget that Ahmed has vacation scheduled for two weeks in July. As you are aware, my new journey begins on July 1, 2019. If you should need to reach me for any questions, please don’t hesitate to call 239.707.3788. Sincerely, Jennifer Pellechio President Economic Incubators Inc. Cc: Leo E. Ochs, Jr., Collier County Manager Jace Kentner, Director Richard Grant, EII Chairman Fred Krieger, Treasurer/Secretary 16.F.7.d Packet Pg. 2008 Attachment: EII Memo June 28 2019 (9463 : EII Separation and Transfer of Assets/Liabilities)