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Agenda 07/11/2017 Item #16F2Proposed Agenda Changes Board of County Commissioners Meeting July 11, 2017 Move Item 17C to Item 9B and revise title to read: Recommendation to adopt an ordinance to establish a pilot program in Immokalee allowing the payment of impact fees by an installment program, as a voluntary alternative to paying the fees in a single, up -front payment with a delayed effective date of October 1, 2017. (Commissioner Taylor’s request) Move Item 16A24 to Item 11G: Recommendation to approve a resolution establishing the Property Assessment Clean Energy (PACE) program within the unincorporated areas of Collier County for residential, commercial, and industrial properties and approve a standard form membership agreement with PACE providers. (Commissioner Taylor’s request) Move Item 16A21 to Item 11H: Recommendation to approve a resolution that approves a membership agreement between Collier County and the Green Corridor Property Assessment Clean Energy District to administer a Property Assessed Clean Energy (PACE) program within the unincorporated area of Collier County, an indemnification agreement between Collier County and Ygrene Energy Fund Florida LLC third party administrator, and the original interlocal agreement and authorize the chairman of the Board of County Commissioners to sign these agreements. (Commissioner Taylor’s request) Move Item 16A22 to Item 11I: Recommendation to approve a resolution that approves a membership agreement between Collier County and the Florida Green Finance Authority to administer a Property Assessed Clean Energy (PACE) program within the unincorporated area of Collier County, an indemnification agreement between Collier County and Renew Financial Group LLC, third party administrator, and authorize the chairman of the Board of County Commissioners to sign these agreements. (Commissioner Taylor’s request) Move Item 16A23 to Item 11J: Recommendation to approve a resolution that approves a membership agreement between Collier County and the Florida Resiliency and Energy District, a Property Assessment Clean Energy District, to administer a Property Assessed Clean Energy (PACE) program within the unincorporated area of Collier County, an indemnification agreement between Collier County and Renovate America Inc., third party administrator, an indemnification agreement between Collier County and Florida Development Finance Corporation, an administrator, and authorize the chairman of the Board of County Commissioners to sign these agreements. (Commissioner Taylor’s request) Withdraw Item 16F2: Recommendation to approve the First Amendment to the Fiscal Year 2017 Agreement between Economic Incubators, Inc. and the Board of County Commissioners to provide start up and operational funding for the Florida Culinary Accelerator @ Immokalee and authorize a budget amendment of $137,965. (Staff’s request) Withdraw Item 16G1: Recommendation to approve a Collier County Airport Authority Standard Form Lease and Addendum with Economic Incubators, Inc. at the Immokalee Regional Airport. (Staff’s request) Note: Item 16A9 title should read: Recommendation to approve and execute a Local Agency Program Agreement with the Florida Department of Transportation in which Collier County would be reimbursed up to $1,024,273 for the construction and construction engineering inspection (CEI) of turn lane extensions and restriping at the intersections of Pine Ridge Road and Logan Boulevard, and Pine Ridge Road and CR 31(Airport - Pulling Road) and to authorize the necessary budget amendment (Project # 33524), FPN 435176-1- FPN 433176-1/58/68. (County Attorney’s request) Item 16D2 title should read: Recommendation to award Invitation to Bid No. 17-7139 to Infinite Construction, LLC, for the Ann Olesky Park Pier Replacement, in the amount of $437,736.94, plus $5,000 for County permitting fees for a total of $442,736.94, and authorize the necessary budget amendment, and make a finding that this expenditure promotes tourism. (Staff’s request) Time Certain Items: Item 8A to be heard at 1:30 p.m. Item 10A will be heard after Item 7-Public Comment 7/20/2017 11:21 AM 07/11/2017 EXECUTIVE SUMMARY Recommendation to approve the First Amendment to the Fiscal Year 2017 Agreement between Economic Incubators, Inc. and the Board of County Commissioners to provide start up and operational funding for the Florida Culinary Accelerator @ Immokalee and authorize a budget amendment of $137,965. OBJECTIVE: That the Board of County Commissioners (Board) approve the First Amendment to the Fiscal Year 2017 Agreement between Collier County, Florida and Economic Incubators, Inc. (“EII” or “Administrative Entity”). CONSIDERATIONS: Since FY 2015, the Board has partnered with EII to establish and operate a business accelerator program to assist local entrepreneurs to develop and expand their businesses, as well as to recruit companies into Collier County that create high value employment opportunities and help diversify the economy. The program calls for the operation of two business accelerators, one in Naples and one in Immokalee. Since its inception, the Naples Accelerator has provided services to 71 companies has reported creation of 86 Job Year Equivalents. EII has secured $2.7 million in State appropriations and private donations. During the 2016 State Legislative session, EII was awarded an appropriation of approximately $1.2 million for the Florida Culinary Accelerator @ Immokalee for construction costs and kitchen equipment for the facility which is now complete. This amendment provides $134,465 for operations and implementation of the culinary program including personnel costs, rent and insurance, as well as some facility improvements and additional equipment for the balance of FY 2017. Exhibit A, Scope of Service, is proposed to be amended to remove the requirement for staffing to be at 3 full time equivalents. Instead, staffing will be required to be at levels which allow for project success using contracted or leased employees. Exhibit G, Role and Responsibilities of Administrative Entity, has been replaced. The requirement to host two networking events or promotional events has been removed and multiple various reports and documents will no longer be required. Three deliverables are required: 1) provision of staff for both facilities, 2) project administration, and 3) project over sight. FISCAL IMPACT: This amendment to the annual agreement provides County funding of $137,965 to support the Florida Culinary Accelerator @ Immokalee. The planned costs include reimbursement of personnel cost ($63,500), rent ($9,000), operating, utilities, and insurance ($20,165), permitting and consulting costs ($15,000), and equipment, furniture, and facility costs ($30,300) for the balance of FY 2017. The revised FY 17 contract total for both the Naples and Immokalee accelerators is Six Hundred and Forty Two Thousand Nine Hundred and Sixty Five Dollars ($642,965). Funding for the Florida Culinary Accelerator @ Immokalee will be provided from Economic Development Fund (007) reserves and will require a budget amendment that moves funding from reserves into Economic Accelerator Funded Program No. 33388. 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. - JAB RECOMMENDATION: To approve the First Amendment to the Fiscal Year 2017 Agreement between Economic Incubators, Inc. and the Board of County Commissioners and authorize necessary budget amendments. Prepared by: Jace Kentner, Director, Office of Business & Economic Development 07/11/2017 ATTACHMENT(S) 1. EII -2017 final agreement (PDF) 2. EII First Amendment (PDF) 07/11/2017 COLLIER COUNTY Board of County Commissioners Item Number: 16.F.2 Doc ID: 3472 Item Summary: Recommendation to approve the First Amendment to the Fiscal Year 2017 Agreement between Economic Incubators, Inc. and the Board of County Commissioners to provide start up and operational funding for the Florida Culinary Accelerator @ Immokalee and authorize a budget amendment of $137,965. Meeting Date: 07/11/2017 Prepared by: Title: Operations Analyst, Senior – Administrative Services Department Name: Bendisa Marku 07/03/2017 2:57 PM Submitted by: Title: Economic Research Analyst – Business and Economic Development Name: Jace Kentner 07/03/2017 2:57 PM Approved By: Review: County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 07/05/2017 4:04 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 07/05/2017 4:07 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 07/05/2017 4:48 PM Budget and Management Office Ed Finn Additional Reviewer Completed 07/05/2017 5:00 PM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 07/05/2017 5:13 PM Board of County Commissioners MaryJo Brock Meeting Pending 07/11/2017 9:00 AM AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND ECONOMIC INCUBATORS, INC. This AGREEMENT is made and entered into this IP day of S e p to m a r, 2016, by and between Collier County, a political subdivision of the State of Florida (the "COUNTY" or "Fiscal Entity") and Economic Incubators, Inc., a Florida not for profit corporation, doing business as the Naples Accelerator ("EII" or "Administrative Entity") (the COUNTY and EII being, each, a "Party" and collectively, the "Parties"). WITNESSETH WHEREAS, on September 10, 2013, Agenda Item I LC, the Board of County Commissioners ("BCC'l approved the Office of Business & Economic Development's FY14 Business Plan including a goal of developing a Business Accelerator program. Policy direction from the November 26, 2013 and December 10, 2013 BCC meetings culminated in the May 13, 2014 approval of the Collier County Innovation Accelerator Business Plan including authorizing its implementation. WHEREAS, on November 18, 2014, Agenda Item I I.C, the BCC approved the first 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 through September 16,2015; WHEREAS, on September 9, 2015, Agenda Item I IJ, the Board of County Commissioners approved the Fiscal Year 2016, Agreement between the County and EII; WHEREAS, the COUNTY has determined that it is in the best interests of Collier County to continue to support the Accelerator Project efforts which support further the goals and objectives identified in the County's Business and Economic Development Business Plan; WHEREAS, the parties wish to enter into this Agreement to continue the COUNTY's continued support and funding of the Accelerator Project beginning October 1, 2016 thru September 30, 2017 for Fiscal year 2017; 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. 1 20160904001 v. 5 (2) The governing body of a county may expend public funds to attract and retain business enterprises, and the use of public funds toward the achievement of such economic development goals constitutes a public purpose. The provisions of this chapter which confer powers and duties on the governing body of a county, including any powers not specifically prohibited by law which can be exercised by the governing body of a county, must be liberally construed in order to effectively carry out the purposes of this section. (3) For the purposes of this section, it constitutes a public purpose to expend public funds for economic development activities, including, but not limited to, developing or improving local infrastructure, issuing bonds to finance or refinance the cost of capital projects for industrial or manufacturing plants, leasing or conveying real property, and making grants to private enterprises for the expansion of businesses existing in the community or the attraction of new businesses to the community"; and WHEREAS, the COUNTY recognizing advantages of having a not-for-profit entity to administer the Collier Soft Landing Accelerator Development Strategy including, but not limited to, the Naples Accelerator & Florida Culinary Accelerator @ Immokalee (hereinafter referred to as the "Project") and the COUNTY finds it is in the best interest to engage EH as the Administrative Entity pursuant to the terms and conditions set forth below, as Ell is an independent not-for-profit corporation; and WHEREAS, COUNTY has adopted a Soft Landing Accelerator Development Strategy with the specific purpose to greatly enhance the employment opportunities and careers of Collier County citizens. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, and other good and valuable consideration, the COUNTY and EII agree as follows. ARTICLE I SCOPE OF SERVICES AND ROLES AND RESPONSIBILITIES Ell shall administer the Accelerator Project by performing the Roles and Responsibilities described in Exhibit "G" and providing the services and activities described in Exhibit "A", Scope of Services, both Exhibits A and G are attached hereto and by reference made a part hereof: The matrix in Exhibit A guides COUNTY staff's ability to authorize payment for measurable services performed by the EH. The matrix in Exhibit "G" which is incorporated herein by this reference defines the broader COUNTY economic development relationship with the ER, which will be reviewed and monitored by COUNTY staff. ARTICLE II TERM OF AGREEMENT This Agreement shall be effective upon execution by both parties and shall cover services provided from October 1, 2016, until September 30, 2017, unless otherwise terminated in accordance with this Agreement or extended by mutual written Agreement of the parties. ARTICLE III 2 20160904001 v. 5 CONSIDERATION AND LI IITATION For its performance of the Deliverables in Exhibit 1 of this Agreement, EII will receive funds from the COUNTY in an amount not to exceed Five Hundred Five Thousand Dollars ($505,000). ARTICLE IV It is intended that the personnel expenses, to be construed as broadly as possible to ensure maintenance of staffing requirements, including holiday pay, vacation and paid time off, dental, vision and health benefits, payroll taxes, cell phone services allowance of $50 per month, mileage reimbursement, and service fees associated with third party payroll service providers shall be on a cost reimbursement methodology for actual eligible expenditures. Rent and insurance for 3510 Kraft Road, Suite 200, Naples, FL 34105 shall be paid directly by County. Actual expenditures eligible as a basis for reimbursement can and shall include salaries and employee benefits, costs for EII personnel performing services described in Exhibit "A. EII shall be entitled to compensation upon BCC approval of the Agreement, distributed as requests for reimbursement are submitted for reimbursement of eligible expenses approved by the County and Clerk of Court, beginning October 1, 2016. All payment requests shall be submitted in accordance with COUNTY procedures and in a form acceptable to the COUNTY and EII as generally outlined in Exhibit 'B", Method of Payment and Budget Detail for Services and Exhibit "C", Program Performance Report, attached hereto and by reference made a part hereof. All payment requests by EII to the COUNTY shall be submitted with a completed Program Performance Report and Exhibit "D" Payment Record Chart in a form acceptable to the COUNTY and EII, as generally outlined and set forth in Exhibit "C" attached hereto and by reference made a part hereof. Payments to EII will be made as soon as possible but, in all circumstances within Forty Five (45) days of requests, in compliance with the Florida Prompt Payment Act, therefore, in accordance with the procedures specified by Exhibit 'B" Method of Payment and Budget Detail for Services. If the COUNTY determines, through its inspection or review that EII has performed, or is performing less than the total agreed upon services, then the COUNTY shall notify EII in writing specifying those services which it alleges have not been performed or fully performed and EII shall have thirty (30) days from receipt thereof to submit a then current Program Performance Report which shall address such allegations in detail and/or shall meet with the appropriate representatives of the COUNTY to discuss resolution thereof and cure or remedy any services not fully performed, and upon failure thereof; the COUNTY shall be entitled to reduce payment otherwise due for such services not fully performed on a pro -rata basis. Ell shall submit its Program Performance Reports monthly on or before the 15`h day of the month and year-end analysis, and any other required reports shall be submitted within forty five (45) days of the expiration of the term of this Agreement, or earlier termination of this Agreement or as provided otherwise elsewhere in this Agreement or Exhibits. If EIi fails to comply with the requirements of this Article, the COUNTY may refuse to honor or be liable for payment of any late request for payment. ARTICLE V MAWTENANCE OF RECORDS EII shall maintain such financial records and accounts, including invoices, purchase orders and 3 20160904001 v. 5 backup materials or documents as are reasonably deemed necessary by the Parties to assure a proper accounting for all COUNTY funds for which the COUNTY is obligated to reimburse Ell under the terms of this Agreement. Ell shall maintain and provide supporting documentation of job creation and capital investment by participants in the Accelerator. Such supporting documentation to be provided to COUNTY within a reasonable time following a written request from the COUNTY for the documentation. The aforesaid records and accounts shall be made available for inspection purposes at reasonable times and upon reasonable notice during normal business hours and as often as the COUNTY may deem necessary to verify reimbursements and any other financial records or matters covered by this Agreement Notwithstanding the aforementioned, financial records and accounts related to Business Income and Private Contributions are not considered a part of the records that must to be provided as delineated above. At the COUNTY's request a COUNTY representative may review the Business Income and Private Contributions records. EII shall also provide timely and reasonable access to Ells Executive Director at times convenient for the COUNTY for the purpose of questions or explanations related to such records and accounts. Ell shall retain for such inspection all of its records and supporting documentation applicable to this Agreement for a period of five (5) State of Florida fiscal years from the date COUNTY'S Grant Agreement SL007, with the Florida Department of Economic Opportunity ("DEO"), audit report is issued or five (5) State of Florida fiscal years after all reporting requirements are satisfied between COUNTY and the DEO and final payments have been received, whichever is longer. In addition if any litigation, claim, negotiation, audit, or other action involving the records has been started prior to expiration of the controlling records retention period as identified above, and the COUNTY has provided notice to the Ell of such action, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the controlling period as identified above, whichever is longer. EII shall also: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. Any exempt or confidential records withheld by Ell in a reasonable attempt to comply with this provision, or excluded from any other section in this Agreement purporting to require disclosure of such records is not a breach of this agreement unless such actions are in direct contradiction to a written request from the COUNTY. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor 4 20160904001 v. 5 q keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically, except those exempt from disclosure under the terms of the section 3 of this Article V must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 1199 FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamian i Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 ARTICLE VI INDEMNIFICATION To the extent allowed by Florida law, Ell shall indemnify, defend, and hold COUNTY harmless from all claims, suits, judgments, or damages to the extent the same arise from the negligence or intentional misconduct of ER in its activity as the Administrative Entity of the Project pursuant to this Agreement. EJTs 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 harmless from all claims, suits, judgments, or damages to the extent the same arise from the negligence or 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 VII MERMINATION Termination at Will: This Agreement may be terminated at will by either party by giving a minimum of thirty (30) days' prior written notice of such intent specifying the effective date thereof to the other party. Termination for Default: Each of the parties hereto shall give the other party written notice of default hereunder and shall allow the defaulting party not less than five (5) days from the date of receipt of such default notice to cure said default or the muiimum amount of time as provided elsewhere in this Agreement, whichever is longer. In the event the defaulting party fails to timely cure the default, the non -defaulting party may terminate this Agreement by written notice to the defaulting ply Upon termination all nonexpendable. property, purchased under this Agreement using Project 5 20160904001 v. 5 Funds, shall be returned to COUNTY. The aforesaid termination notices, as well as all other notices required herein, shall be considered received by Ell and the COUNTY if sent by certified mail, return receipt requested, or by overnight personal delivery service requiring a signature for delivery, and addressed as provided for in Article XXVIII of this Agreement. ARTICLE VIII EQUAL OPPQ&TUNITY CLAUSE EII agrees to abide by the provisions contained in Collier County CMA # 5 3 8 3, as amended, which is incorporated herein by reference to Exhibit F. ARTICLE IX STATEN[ENT OF ASSURANCE 'During the performance of this Agreement, EII assures the COUNTY that Ellis in compliance with Title VII of the 1964 CivilRights 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 Ell does not, on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against EII' s employees or applicants for employment. Further, EII assures the COUNTY of Ells compliance with the Americans with Disabilities Act of 1990, as amended, as applicable. Ell understands and agrees that this Agreement is conditioned upon the veracity of such statements of assurance. Furthermore, Ell assures the COUNTY that it will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) Ware involved Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto. This statement of assurance shall be interpreted to include Vietnam -Era Veterans and Disabled Veterans within its protective range of applicability. ARTICLE X INS 0 EII shall, pursuant to the requirements of Exhibit "E", 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 "E' 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 Ell, its employees, agents, assigns, and subcontractors, performing or providing materials and/or services to Ell 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. Ell shall provide COUNTY a Certificate of Insurance documenting such coverage within thirty (30) days of execution of the Agreement by COUNTY. ARTICLE XI CONFLICT OF INTEREST 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 performance of service required hereunder. 6 20160904001 v. 5 ARTICLE XII DRUG FREE WORKPLACE Ell shall administer, in good faith, a policy designed to ensure that EII's employees, agents and subcontractors are free from the illegal use, possession, or distribution of drugs or alcohol. ARTICLE XIII GOVERNING LAW: VENUE This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, or the laws, rules, and regulations of the United States if EII is providing services funded by the United States Government. Venue shall be in Collier County, Florida, or in the event such claim is a federal cause of action, in the Federal District Court for the Middle District of Florida, Fort Myers Division ARTICLE XIV COMPLIANCE EII shall comply with the requirements of all federal, state, and local laws, rules, codes, ordinances and regulations pertaining to this Agreement. ARTICLE XV ASSLGNMENT Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. ARTICLE XVI HEADINGS Article headings have been included in this Agreement solely for the purpose of convenience and shall not affect the interpretation of any of the terms of this Agreement. ARTICLE XVII WAIVER A waiver of any performance or default by either party shall not be construed to be a continuing waiver of other defaults or non-performance of the same provision or operate as a waiver of any subsequent default or non-performance of any of the same terms, covenants, and conditions of this Agreement. The payment or acceptance of funds for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. ARTICLE XVIII ADDITIONAL RIGHTS AND REMEDIES Nothing contained herein shall be construed as a limitation on such other rights and remedies available to the parties at law, or in equity, which may now or in the future be applicable.. ARTICLE XIX 7 20160904001 v. 5 LIJIM;li "19:019010Z In the event of any conflict between the provisions of the Articles of this Agreement and the exhibits hereto, the contents of the Articles of this Agreement shall control over the contents of the exhibits. ARTICLE XX 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 XV PROJECT PUBLICITY Any news release pertaining to the services performed by EH pursuant to this Agreement must recognize the contribution of the BCC as a funding source. EH being a not-for-profit corporation receiving public fitnding or non -monetary contributions through the COUNTY shall recognize the COUNTY for its contribution in all promotional materials and at any event or workshop for which COUNTY funds are allocated In written materials, the reference to the COUNTY must appear in the same size letters and font type as the name of any other finding sources. In addition, any development project announcement, ceremonial business. opening, or publicity event resulting from efforts of Ell, and particularly those projects induced with COUNTY funded financial incentives or other contributions, will be planned in cooperation with the COUNTY'S Office of Buskm and Economic Development and Communications Departments for purposes of coordinating COUNTY's official COUNTY protocol and public recognition. Prior notification to the two Departments for such events will be no less than 15 working days whenever possible or practicable, and potential prospects will be made aware of the COUNTY'S publicity protocol before final inducement with any incentive packages or contributions. Any term, condition, covenant or obligation which requires performance by either party subsequent to termination of this Agreement shall remain enforceable against such party subsequent to such termination. This Agreement is for the benefit of the COUNTY and EH. No third party is an intended beneficiary so as to entitle that person to sue for an alleged breach of this Agreement. ARTICLE XXIV POLITICAL ACTION EII shall not engage, participate or intervene in any form of political campaign on behalf of, or in 8 20160904001 v. 5 opposition to, any candidate for political office. ARTICLE XXV 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 not be modified, amended, extended, or canceled, verbally or by conduct of the parties, but only by a written instrument executed by the COUNTY and EII. Similarly, no contract which purports to affect the terms of this Agreement shall be valid as it affects this Agreement, unless in writing and executed by the COUNTY and E II. ARTICLE XXVI NOTICES . All notices required or permitted to be given by a party under this Agreement shall be in writing and sent to the other party by certified mail, return receipt requested, or by overnight personal delivery service requiring a signature for delivery, and shall be addressed as follows: If to the COUNTY: Collier County Leo Ochs, County Manager Collier County 3299 Tamiami Trail East, Ste. 201 Naples, FL 34104 If to ER: Marshall Goodman, Executive Director 3510 Kraft Road, Suite 200 Naples, FL 34105 With a copy, not itself notice, to: P. Christopher Wegner Wegner Law PLLC 3510 Kraft Road, Suite 200 Naples, FL 34105 ARTICLE XXVII BUSINESS INCOW The Accelerator Project is expected to generate Business Income, which includes but, is not limited to income from service fees, rental fees, usage fees and other miscellaneous revenue generated from the Program's operations. Private contributions (in-kind, cash, services, etc.) will be excluded from Business Income. Private contributions revenue may be expended by EH for purposes determined by EH without Board of County Commissioner approval. Private contributions and matching expenses must be maintained separate from the Business Income records and may be reviewed by the County Manager or his designee upon request. This information is considered confidential and will not become a part of the public records documentation or County funded records. Business income will be managed, collected, recorded, reported, and retained by EH within the Accelerator Project. Business income is considered unrestricted funds and will be used for program cash flow or allowable program costs. The use of Business income will require the submission of a revenue reuse plan approved by the County which is attached hereto as Exhibit I. At the termination of this Agreement, any unspent Business Income and Private contributions will be returned 9 20160904001 v. 5 to the County or the successor of EH in accordance with the terms and conditions relating to the specific types of funds and set forth elsewhere in this Agreement. The establishment of self-sustaining organization is paramount to the relationship created in this Agreement. During the term of this Agreement it is the intent of the parties that County funding be used primarily for all expenditures reimbursable under the County's reimbursement policies, whereas Business Income may be used or held in reserve until such time it is required or carried forward to the Project's next fiscal year. EII's establishment of a Reserve Fund to meet its future cash flow and capital requirements is authorized. ARTICLE XXVIII SUBCONTRACTS EH shall be responsible for all work performed and all expenses incurred for the Project subject to reimbursement. (a) EH may, as appropriate and in compliance with applicable laws, subcontract the delivery of the services for the Project, provided however, that ER 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 ER executes for the Project shall include provisions whereby EH and the subcontractor agree to abide by all local, state and federal laws and indemnify and hold harmless COUNTY. ARTICLE =X BUDGET MODIFICATION Modifications to the `Budget and Scope" may only be made if approved in advance. For purposes of EII's operations as Administrative Entity, budgeted funds shifts by EH between budget category may be up to 20% and shall not signify or be construed as a change in scope if advance approval is obtained in writing by the County Manager or his designee. Individual Budget Category cumulative changes exceeding 20% will require an Agreement amendment approved by the Board of County Commissioners. EH shall provide quarterly reports on Business Income and private contributions or in-kind private contribution to the County Manager or his designee. The quarterly report on Business Income and private contributions or in-kind private contribution shall detail EII's progress toward the budgeted amount of $165,200. In the event seventy percent (70%), $28,910, of Business Income and private contributions or in- kind private contribution off setting a budget expenditure, has not accrued per quarter, the Fiscal Agent is authorized to seek BCC approval of an adjusted budget, revenue and expense, in response to revenue shortfalls. 10 20160904001 v. 5 IN WITNESS WHEREOF, this Agreement was dated on the day and year first written above. ATTEST: DWIGHT E. BROCK, CLERK \ljN By: 1 ��.. 029 Attest as to Chair . Bu ;CL 4 signature only. ATTEST: Approved as to form and legality BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: Do na Fiala, Chairman ECONOMIC INCUBATORS, INC. l: 1�11 -; - a Jennifer'X. Belpedio, Assistant County Attorney �^ o. 11 20160904001 v. 5 EXHIBIT A SCOPE OF SERVICE ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee OBJECTIVE: Project Administration Performance Criteria EH shall provide the supporting documentation identified herein below to substantiate the following activities/accomplishments for reimbursement Deliverable 1: Maintain a minimum Project, as that term is described below, staff of 3 FTEs (Full Time Equivalent as the term is defined by the Internal Revenue Code, as amended) as evidenced by providing COUNTY with payroll reports, bank statements, payroll related canceled checks, and IRS form 941. For purposes of the Exhibits, Project shall have the same meaning as set forth in the Agreement. Deliverable Administer Project accounting as evidenced by generating and providing COUNTY with a monthly and year to date statement of activity and report of actual to budget, a monthly Statement of Financial Position, General Ledger ("GL"), and aging reports for Accounts Receivable ("AR") and Accounts Payable ("AP"). Deliverable 3: Provide accelerator services to Project participants as evidenced by providing COUNTY with a quarterly submission of a certification of active participants, participant start and end dates, participant stage or progress in the Project and administrative notes on participants if any were made. Al EXHIBIT B METHOD OF PAYMENT ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee RELEASE OF FUNDS SHALL BE IN ACCORDANCE WITH THE APPROVED BUDGET AND WILL BE MADE UPON RECEIPT OF THE COMPLETED REQUEST FOR PAYMENT FORM. NO MODIFICATIONS WITHIN BUDGET CATEGORIES SHALL BE FUNDED UNLESS PRIOR WRITTEN APPROVAL HAS BEEN GRANTED BY THE COUNTY MANAGER, OR DESIGNEE, WHICH APPROVAL SHALL BE CONSISTENT WITH THE TERMS OF THE BUDGET AND THIS AGREEMENT AND NOT UNREASONABLY WITHHELD. THE COUNTY'S FISCAL YEAR COMMENCES ON OCTOBER 1st AND ENDS ON SEPTEMBER 30th OF THE FOLLOWING CALENDAR YEAR. REQUEST FOR PAYMENT FOR SERVICES DELIVERED BETWEEN OCTOBER Ist AND SEPTEMBER 30th MUST BE RECEIVED NO LATER THAN O C T 0 B E R 10 OF EACH YEAR TO ALLOW CLOSEOUT OF THE COUNTY'S FISCAL YEAR. f BUDGET DETAIL FOR SERVICES ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee wArKrMiT U t LFaaaaaia a +� Budget CateAgory Uses Notes Project Budget of County funding Personnel Costs 3 FTEs 309,800 Rent & Property & Liability Insurance County Direct Pay for Naples Accelerator lease and insurance 195 200 Total County Funding 5059000 Funding source Funding generated by EII's Project administration Business Income 115p200 Private Contributions 50,000 1654001 B2 EXIHBIT C PROGRAM PERFORMANCEREPORT ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee REPORT PERIOD ACCOMPLISEN1ENTS: THROUGH Report No. Deliverables and Supporting Documentation 1. Submit on or before Deliverable 1: Maintain a minimum Project, as that term is described January 31, 2017, for the below, staff of 3 FTEs (Full Time Equivalent) as evidenced by providing period of October 1, COUNTY with payroll reports, bank statements, payroll related canceled 2016, through December checks, and IRS form 941. 31, 2016. For purposes of the Exhibits, Project shall have the same meaning as in the Agreement. Deliverable 2: Administer Project accounting as evidenced by generating and providing COUNTY with a monthly and year to date statement of activity and report of actual to budget, a monthly Statement of Financial Position, GL, and aging reports for AR and AP. Deliverable 3: Provide accelerator services to Project participants as evidenced by providing COUNTY with a quarterly submission of a certification of active participants, participant start and end dates, participant stage or progress in the Project and administrative notes on participants if any were made. 2. Submit on or before Deliverable 1: Maintain a minimum Project staff of 3 FTEs as April 30, 2017, for the evidenced by providing COUNTY with payroll reports, bank statements, period of January 1, payroll related canceled checks, and IRS form 941. 2017, through March 30, 2017. Deliverable 2: Administer Project accounting as evidenced by generating and providing COUNTY with a monthly and year to date statement of activity and report of actual to budget, a monthly Statement of Financial Position, GL, and aging reports for AR and AP. Deliverable 3_: Provide accelerator services to Project participants as evidenced by providing COUNTY with a quarterly submission of a certification of active participants, participant start and end dates, participant stage or progress in the Project and administrative notes on participants if any were made. 3. Submit on or before July Deliverable 1: Maintain a minimum Project staff of 3 FTEs as 31, 2017, for the period evidenced by,providing COUNTY with payroll reports, bank statements, of April 1, 2017, through payroll related canceled checks, and IRS form 941. June 30, 2017. Deliyer't, a 2: Administer Project accounting as evidenced by generating and providing COUNTY with a monthly and year to date statement of activity and report of actual to budget, a monthly Statement of Financial Position, GL, and aging reports for AR and AP. Additional submissions of the Program Performance Report may be made to support additional requests for reimbursement as needed to support the programmatic and budgetary requirements of the Project. II. PROBLEMS: Deliverable 3: Provide accelerator services to Project participants as evidenced by providing COUNTY with a quarterly submission of a certification of active participants, participant start and end dates, participant stage or progress in the Project and administrative notes on participants if any were made. 4. Submit on or before Deliverable l: Maintain a minimum Project staff of 3 FTEs as October 10, 2017, for the evidenced by providing COUNTY with payroll reports, bank statements, period of July 1, 2017, payroll related canceled checks, and IRS form 941. through September 30, 2017. Deliverable 2: Administer Project accounting as evidenced by generating and providing COUNTY with a monthly and year to date statement of activity and report of actual to budget, a monthly Statement of Financial Position, GL, and aging reports for AR and AP. Deliverable 3: Provide accelerator services to Project participants as evidenced by providing COUNTY with a quarterly submission of a certification of active participants, participant start and end dates, participant stage or progress in the Project and administrative notes on participants if any were made. Additional submissions of the Program Performance Report may be made to support additional requests for reimbursement as needed to support the programmatic and budgetary requirements of the Project. II. PROBLEMS: EXHIBIT D PAYMENT RECORD CHART FOR EU AGREEMENT Budget Categories ' Approved Budget Current Request Amounts Requested but not reimbursed Reimbursement Submission Date Date reimbursement received Rei Bal EXHIBIT E INSURANCE REQUIREMENTS Ell's Liab� Insurance: EII shall procure and maintain in force such insurance as will protect it from claims under Workers' Compensation laws, disability benefit laws, or other similar employee benefit laws from claims for damages because of bodily injury, occupational sickness or disease, or death of its employees including claims insured by usual personal injury liability coverage; from claims for damages because of bodily injury, sickness or disease, or death of any person other than its employees including claims insured by usual personal injury liability coverage; and from claims for injury to or destruction of tangible property including loss of use resulting there from, any or all of which may arise out of or result from EII's operations under the Agreement, whether such operations be by EII or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable. This insurance shall be written for not less than any limits of liability specified in the Agreement or required by law, whichever is greater, and shall include contractual liability insurance. EII will file with COUNTY a certificate of such insurance, acceptable to COUNTY. These certificates shall contain a provision for cancellation as found in paragraph 5 of Section B immediately below. Insurance Reauired A. General EII shall procure and maintain insurance of the types and to the limits specified in paragraphs B(1) through (4) below. All policies of insurance under this Agreement shall include as additional insured COUNTY and its officers and employees. EII's coverage shall be primary to the County's policy. All policies shall provide for separation of insured's interests such that the insurance afforded applies separately to each insured against whom a claim is made or a suit is brought. B. Cover= EII shall procure and maintain in force during the life of this Agreement the following types of insurance coverages written on standard forms and placed with insurance carriers approved by the Insurance Department of the State of Florida. The amounts and type of insurance shall conform to the following requirements: 1. Workers' Compensation - EII shall procure and shall maintain during the life of this Agreement, the appropriate types of Workers' Compensation Insurance for all of its employees to be engaged in work under this Agreement in accordance with Section 440, Florida Statutes. In case any class of employee engaged in hazardous work under this Agreement is not protected under the Workers' Compensation statute, EII shall provide employer's liability insurance for all said employees. E)GHBIT F (CONTINUED) Employers 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 1,0002000 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: Business Auto, Hired and non -owned vehicles $500,000. 4. Professional Liability: $ N/A per claim 5. Certificate of Insurance and Copies of Policies - Certificates of Insurance will be furnished by EII evidencing the insurance coverage specified in the previous paragraphs B(1) through (4) inclusive, and on request of COUNTY certified copies of the policies required shall be filed with the Insurance Claims and Management Department of COUNTY. The required Certificates of Insurance not only shall list additional insured described above, for the operations of Ell under this Agreement (excluding the workers' compensation and professional liability policies) but shall name the types of policies provided and shall refer specifically to this Agreement. If the initial insurance expires prior to the expiration of this Agreement, renewal Certificates of Insurance shall be furnished thirty (30) days prior to the date of their expiration. Cancellation - Should any of the above described policies be canceled or non -renewed before the stated expiration date thereof, insurer will not cancel same until up to thirty (30) days prior written notice has been given to the below named certificate holder. This prior notice provision is a part of each of the above described policies. EXHIBIT F COLLIER COUNTY CMA #5383 EQUAL EMPLOYMENT OPPORTUNITY (EEO) [Effective Date: March 17,1999 (Revised: October 1, 2001; Revised: October 1, 2003; Revised: May 1, 2009)] § 5383-1. Purpose. The purpose of this Instruction is to provide for the implementation of an equal employment opportunity (EEO) procedure authorized by the County Manager. § 5383-2. Concept. It is the practice of the County to ensure that all Human. Resources procedures are in compliance with state and federal law. The County prohibits discrimination as defined by state and federal law. A. All Human Resources practices, including compensation, benefits, discipline, safety, as well as social and recreational activities will be administered and conducted in compliance with state and federal law. B. Recruitment, selection, placement, promotion, transfer, training, reduction in force and layoff decisions will be based on factors including the candidate's/employee's job-related qualifications and abilities. Seniority may be considered as a factor given other factors are equal. C. An outreach program may be utilized to recruit, hire and ensure advancement of qualified minority group members, women, disabled individuals and veterans. D. Collier County government will take necessary steps to ensure that the work environment is free of unlawful discrimination or harassment. E. The County will continue to review its Human Resources procedures to ensure that its supervisors and managers adhere to its commitment to equal employment opportunity (EEO) principles. F. Employees who have EEO -related questions, comments or complaints are encouraged to discuss them with their Supervisor. If they are unable to resolve the situation through their Supervisor, they may discuss it with their Department Director, Division Administrator or a representative from the Human Resources Department. The employee may also utilize the Commitment to Fair Treatment Procedure. § 5383-3. Currency. The Human Resources Department is responsible for maintaining the currency of this Instruction. § 53834. Reference. Collier County Personnel Ordinance, Ordinance No. 2001-50: Equal Employment Opportunity: It is the policy of Collier County to ensure that all Human Resources policies and practices are administered without regard to race, color, religion, sex, age, national origin, physical or mental handicap, or marital status. 3 EXHIBIT G ROLE AND RESPONSIBILITIES OF ADMINISTRATIVE ENTITY Ell shall achieve and maintain tax-exempt status as a Florida not-for-profit and IRS 5 01(cx3 ). Ell will maintain good standing with the Florida Secretary of State and corporate formalities under Florida law. Ell will strive to achieve the core objectives and to support the goals and objectives identified in the BCC adopted Business Plan for Collier County Innovation Accelerators. The Board of Directors of Ell (serving as the Administrative Entity) shall exercise executive oversight over the Project Executive Director. Ell, as the Administrative Entity, would provide all required administrative support and management functions collaboratively with the Executive Director, who would generally be responsible for: managing operations; implementation of the Business Plan; providing Project services; and maintaining compliance with grant requirements. Administrative Entity Functions include, but are not limited to, the following: 1) Maintain Accelerator Project staff and all associated human resource functions including payroll, benefits, and insurance. 2) Management of subleases and related real estate issues, including insurance and leasehold improvement. 3) Procurement of equipment, supplies, goods and services required consistent with Exhibit 'T' Project Purchasing Procedures. 4) Disbursement of resources and collection of rents and fees for service. 5) Administer accounting controls and fiscal management (including submitting Exhibit "r') for all assets and finances from Private contributions and Business Income. 6) Provide monthly Project Activity Reports as delineated in Exhibit "D" to COUNTY for Project oversight discussion and/or program refinement. 7) Administer audit requirements. 8) The Administrative Entity shall provide budgetary advice based on the Executive Director's proposed budget and the budget is to be approved by COUNTY. 9) Provide all documents pertaining to the Accelerator Project as requested by the COUNTY whether in EII's possession or the possession of contractors or vendors. 10) Provide executed electronic copies all Applications, Participant Use Agreements, House Rules, Facility Use Agreements, and demands for fees or terminations as requested by the County Manager or his designee. 11) Provide an Annual Accomplishment Report in compliance with Section 125.045(4) F.S. to County on an annual basis within forty-five (45) days of the end of the term of this Agreement. A presentation to the BCC may be required to present this report, as needed. 12) Host two (2) networking or promotional events per month evidenced only by maintenance of sign -in sheets only to be submitted by request of the County. 13) Develop a fundraising plan which contemplates achievement of $50,000 annually in private contributions, approved by the Ell Board of Directors, and submitted to the County within 90 days of execution of this Agreement 14) Provide County with copies of packets submitted to the Ell Board of Directors and meeting Agenda and approved Minutes. Provide an invitation to Director of the Office of Business and Economic Development to attend all meetings of the Board of Directors. 15) Provide County with financial reports including a report of budget variances, monthly account reconciliations for all bank accounts, monthly Master Lists which identify all participants and their fee payment balance, status of number of jobs created, amount of capital investment, and amount of capital expenditures by participants with supporting documentation within fifteen (15) days of the end of the end of the month 16) Provide County with electronic copies of submittals made in compliance with the requirements of DEO Agreement 025. Report to County any non-compliance with DEO Agreement 025 as EII becomes aware of such non- compliance. EXHIBIT H ROLE AND RESPONSIBILITIES OF THE FISCAL AGENT COUNTY, as a public entity, has responsibilities for funds received by it from State or Federal sources and for funds dedicated by COUNTY for economic development. The Fiscal Agent shall provide the oversight and policy direction for the Project. The Fiscal Agent shall have final oversight and approval of the Project budget wherein budgetary advice was provided by Administrative Entity based on the Executive Director's proposed budget. In the event that Administrative Entity commits resources or enters into a contract and Administrative Entity's proposed budget or the approved budget has that line item removed or reduced then Fiscal Agent shall give at least thirty (30) days written notice of said action to prevent a negative fiscal event for the Administrative Entity. Should a negative fiscal event be created by a line item removal or reduction in the budget the Fiscal Agent agrees to be responsible for the negative fiscal impact or reimburse Administrative Agent for the negative fiscal event. The Fiscal Agent shall propound the audit requirements for the Agreement. 5 EXHIBIT I REVENUE REUSE PLAN Revenue Reuse Plan Quarterly Report 6 REVENUE REUSE PLAN ADMINISTRATIVE ENTITY: Economic Incubators, Inc. PROJECT: Accelerator Project 1. The implementation of this Revenue Reuse Plan is predicated on principles of fiscal control and sound policy which, protects the parties and their constituents within a project with multiple funding sources namely COUNTY funding, Business Income, and Private Contributions. By design the Accelerator Project is to be largely self- sustaining in future years once established and generating revenue at capacity. Consistent with the Accelerator Project Budget this Revenue Reuse Plan will govern the use of Business Income as provided for and defined by Article XXVII of this Agreement and is intended to establish and authorize the following: A. Business Income is authorized to be expended within Project budget categories, at the discretion of the Executive Director of EII. Furthermore, to address the needs of the organization's cash flow demand and to promote future self sustainability, a reserve fund that allows Business Income and Private Contributions to be carried forward into future years is authorized; 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 Estimate $115,200. 7 Revenlse Reuse Plan Ouarterlv Renort Date Business Income Report submitted:Reporting Period From to Name and Signature of Preparers Print Name 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) wl�eayurtlL DGET BALMOCEs Budget Category Budget Current Budget IN Expended this Balance !!Eeortins Period Remaining Balance Organizational expenses $0.00 $0.00 $0.00 Operational Expenses $0.00 $0.00 $0.00 Other Expenses $0.00 $0.00 SO.00 Fund Balance $0.00 $0.00 $0.00 Total $0.00 $0.00 $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 fund/account. Name and Signature of Preparers Print Name Name and Signature of Authorizing Official: I Print Name EXHIBIT J PROJECT PURCHASING STANDARDS Economic Incubators, Inc. Procurement Policy The following memo outlines the proper notification, accounting, and administrative protocols that the Economic Incubators, Inc. ("EII") will follow concerning the issue of contracts and general purchasing activities. This memo will replace the Procurement Policy # FL -002. The EII will adhere to the following administrative guidelines for the following 4 categories: Petty Cash Purchases under $50 Category 1 Purchases $51— $5,000 Category 2 Purchases $5,001— $25,000 Category 3 Purchases $25,001- $750,000 Category 4 Purchases $750,001 and above Petty Cash: Petty Cash is available for reimbursement of items under $50. A receipt for purchase is required for reimbursement. A Received of Petty Cash Form will be completed with employee signature, description of item, expense account, and project charged. Category 1 Purchases above $51, and less than $5,000, other than general office supplies, shall be approved by Executive or Deputy Director. When approved, documentation including backup for purchase shall be filed pending receipt of item/service and invoice. This procedure includes all Requests for Travel as well as Professional Development. Category 2 Purchases $5,001 through $25,000 will require three comparison or price analysis, unless the item or service is only available from a "Sole Source" vendor. The vendor selection will be approved by Executive or Deputy Director. All approved documentation including backup for purchase shall be filed pending receipt of item/service and invoice. Category 3 Purchases $25,001 through $750,000 will require three written quotes, unless the item or service is only available from a "Sole Source" vendor. Written quotes will be presented to Executive or Deputy Director for vendor approval. All approved documentation including backup for purchase shall be filed pending receipt of item/service and invoice. Category 4 Purchases $751,000 and above, shall be awarded by competitive sealed bidding. Contract shall be advertised for a minimum of 30 days before the deadline for receipt of proposals. Bids/Proposals will be written and received sealed at the Ell office, located at 3510 Kraft Rd, Suite 200, Naples, FL 34105 Award of bid/proposal shall be awarded to the lowest qualified, responsive, responsible bidder. All purchases $ 50,000.00 and above shall be brought to the Board for approval. Credit Cards Purchases: The visa credit card may. be used for purchases, with approval of the Executive/Deputy Director. 10 Contracts and Purchases made directly from Grant/Agreement or Contracting Funding will follow guidelines and rules that have been stipulated in the Grant/Agreement or Contract. If the policies of the Grant differ from the Purchasing Guidelines of the EII, the Grant stipulations have priority. 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 and services required, or the service is an add on to a previously awarded contract; 3) when solicitation results in inadequate competition. These situations will be justified in writing and approved by the Executive or Deputy Director. Revision History June 20, 2016 FIRST AMENDMENT TO AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND ECONOMIC INCUBATORS, INC. This AGREEMENT is made and entered into as of this 11 th day of July, 2017, by and between Collier County, a political subdivision of the State of Florida (the "COUNTY" or "Fiscal Entity") and Economic Incubators, Inc. ("EII" or "Administrative Entity"), a Florida not- for-profit corporation. WITNESSETH WHEREAS, on September 10, 2013, Agenda Item I LC, the Board of County Commissioners ("BCC") approved the Office of Business & Economic Development's FY14 Business Plan including a goal of developing a Business Accelerator program. Policy direction from the November 26, 2013 and December 10, 2013 BCC meetings culminated in the May 13, 2014 approval of the Collier County Innovation Accelerator Business Plan including authorizing its implementation. WHEREAS, on November 18, 2014, Agenda Item I LC, the BCC approved an agreement between COUNTY and EII, designating EII as the Administrative Entity for the Collier County soft landing and Immokalee culinary Accelerator development strategy identified in the Collier County Innovation Accelerator Business Plan ("Accelerator Project"), and maintained the successful public private partnership for fiscal years 2015, 2016, and 2017 (the "Agreement"); WHEREAS, the COUNTY has determined that it is in the best interests of Collier County to continue to support the Accelerator Project efforts which further the goals and objectives identified in the County's Business and Economic Development Business Plan; WHEREAS, the parties wish to enter into this Agreement to accommodate the opening and operation of the Florida Culinary Accelerator @ Immokalee and to continue the COUNTY's support and funding of the Accelerator Project; 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. 1. Article III, Consideration and Limitation is hereby amended as follows: "For its performance of the Deliverables in Exhibit 1 of this Agreement, EII will receive funds from the COUNTY in an amount not to exceed Five 14tindfed Five Thousand Dollars ($505,000) Six Hundred Forty Two Thousand Nine Hundred and Sixty Five Dollars ($642,965)." 2. Article IV, Payment and Reporting Requirements is hereby amended -by amending the first paragraph as follows: "It is intended that the personnel expenses are to be construed as broadly as possible to ensure maintenance of staffing requirements to include payment for leased employees and independent contractors, funding shall also include ineluding holiday pay, vacation and paid time off, dental, vision and health benefits, payroll taxes, cell phone services allowance of $50 per month i„leag ,.o;r,.,buffie, eat, and service fees associated with third party payroll service providers and temp agencies shall be on a cost reimbursement methodology for actual eligible expenditures. Rent andr-anee for 3510 Kraft Road, Suite 200, Naples, FL 34105 shall be paid directly by County. Rent for 170 Airpark Boulevard, Units A and B, Immokalee, Florida 34142 shall be paid by Ell. Actual expenditures eligible as a basis for reimbursement can and shall include salaries and employee benefits, costs for EII personnel performing services described in Exhibit "A and rent. EII shall be entitled to compensation upon BCC approval of the Agreement, distributed as requests for reimbursement are submitted for reimbursement of eligible expenses approved by the County and Clerk of Court, beginning October 1, 2016." 3. Article VI, Indemnification is hereby amended to include this paragraph as follows: "The Accelerator Project is an important catalyst for economic diversification, job creation and capital investment in COUNTY's economic development ecosystem. However, the garnering and provision of resources to entrepreneurs creates risks for the Accelerator Project. The management of the Accelerator Project has been placed upon EII under this Agreement. EII's management of Accelerator Project risks is an integral part of this Agreement. EII agrees to manage risks resulting from Accelerator Project operations thru oversight, by obtaining a liability insurance policy approved by COUNTY and utilizing participant forms approved by COUNTY which requires participants to assume the liability and risk related to their participation in the Accelerator Project's facilities, equipment, resources and materials. EII shall require all participants of the Florida Culinary Accelerator a@ Immokalee to operate in accordance with all state, local and federal statutes, regulations and food safety requirements." 4. Article VIII, Equal Opportunity Clause is hereby amended as follows: "EII agrees to abide by the provisions contained in Collier County CMA #5383, as amended, wh;,,1.. i ;�,,,,m.,�,,Fa4e,a he fei by r -e fe .enee to Exhibit � ♦, 111 V11 lv 111V V1 ✓Vl µ{.Vµ 11V1 V111 Vr 1�/Z 5. Article X, Insurance is hereby amended by amending the first paragraph as follows: "EII shall, pur-suaIiC to the v.orA .t�ov�no RAs of Exhibit "E" Ts�c.,,smee Ro.�.uifeti.�.ents VV �11V 1 VM µll V111VL1G�7 s , ' n++ni, l,o� �oro4� and �icz rn%ti•ar, i,o made n v+n�•1- V, os+o.�f N.l.{aehe.d 11V1 V e ,Allyl V,' 1 ViL , procure and maintain throughout the period of this Agreement on behalf of itself and COUNTY, fef i Exhibit a policy of insurance which shall be approved by COUNTY." 2 6. Article XXVII, Business Income is amended as follows: "The Accelerator Project is expected to generate Business Income, which includes but, is not limited to income from service fees, rental fees,. usage fees and other miscellaneous revenue generated from the Accelerator Project's • operations. Private contributions (in-kind, cash, services, etc.) will be excluded from Business Income. Private contributions revenue may be expended by EII for purposes determined by EII without Board of County Commissioner approval. Private contributions and matching expenses must be maintained separate from the Business Income records and may be reviewed by the County Manager or his designee upon request. This information is considered confidential and will not become a part of the public records documentation or County funded records. Business income will be managed, collected, recorded, reported, and retained by EII within the Accelerator Project. Business income is considered unrestricted funds and will be used for program cash flow or allowable program costs. The use of Business income will require the s••b,, issi .,., e a revenue reuse plan which shall be reviewed quarterly and approved by the Executive Committee of EII's Board of Directors and will be •���,i i,N in n+4n ��o� �oro4� nn Exhibit T approved by the County Manager or his designee «ene-��a [Mbit �. At the termination of this Agreement, any unspent Business Income and Private contributions will be returned to the County or the successor of EII. The establishment of self-sustaining organization is paramount to the relationship created in this Agreement. During the term of this Agreement it is the intent of the parties that COUNTY funding be used primarily for all expenditures reimbursable under the COUNTY's reimbursement policies, whereas Business Income may be used or held in reserve until such time it is required or carried forward to the Project's next fiscal year. EII's establishment of a Reserve Fund to meet its future cash flow and capital requirements is authorized. E_II's Executive Committee of its Board of Directors shall approve quarterly reports accounting for Business Income and private contributions or in-kind private contribution and the minutes of this approval will be provided to the County Manager or his designee The monthly report on Business Income and private contributions or in-kind private contribution shall detail EII's progress toward the budgeted amount identified on Exhibit Bl. Fiscal Agent is authorized to seek BCC approval of an adjusted budget, revenue and expense, in response to revenue shortfalls which is seventy percent of the quarterly targeted revenue budget calculated by dividing the Business Income and the private contributions budget delineated in Exhibit BI by 4 (fiscal vear quarters)." 7. Article XXIX, Business Income is amended by removing the second paragraph. 8. Article XXX, Procurement Policy shall be added as follows: "EII shall provide COUNTY with its approved procurement policy." 3 9. Article XXXI, Fundraising Plan shall be added as follows: "EII shall provide COUNTY with a its current fundraising plan which contemplates achievement of the budgeted annual private contributions delineated on Exhibit B 1." 10. Exhibit A, Scope of Services, Performance Criteria of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 11. Exhibit B1, Budget Detail for Services, of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 12. Exhibit C, Program Performance Report of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 13. Exhibit E, Insurance Requirements, is hereby amended by deleting said exhibit in its entirety. 14. Exhibit F, Collier County CMA #5383, Equal Employment Opportunity is hereby amended by deleting said exhibit in its entirety. 15. Exhibit G, Roles and Responsibilities of Administrative Entity is hereby amended by replacing it in its entirely as follows: "EII shall maintain its tax-exempt status as a Florida not-for-profit and IRS 501(c)(3). EII will maintain good standing with the Florida Secretary of State and corporate formalities under Florida law. EII will strive to achieve the core objectives and to support the goals and objectives identified in the BCC adopted Business Plan for Collier County Innovation Accelerators. The Board of Directors of EII (serving as the Administrative Entity) shall exercise executive oversight over the Accelerator Project. EII, as the Administrative Entity, will provide all required administrative support and management functions collaboratively with the Chief Executive Officer." 16. Exhibit I, Revenue Reuse Plan, is hereby amended by deleting said exhibit in its entirety. 17. 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 terms of this First Amendment and the Agreement, the terms of this First Amendment shall prevail. 4 IN WITNESS WHEREOF, the parties have executed this First Amendment to Agreement on this 11 th day of July, 2017, with the intention to attach this First Amendment to the original Agreement. AS TO THE COUNTY: ATTEST: DWIGHT E. BROCK, Clerk 0 , Deputy Clerk Approved as to form and legality: Jennifer A. Belpedio Assistant County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA 0 AS TO ADMINISTRATIVE ENTITY: WITNESS WITNESS Penny Taylor, Chairman ECONOMIC INCUBATORS, INC., a Florida not-for-profit corporation am 5 EXHIBIT A SCOPE OF SERVICE ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee OBJECTIVE: Project Administration Performance Criteria EII shall provide the supporting documentation identified herein below to substantiate the following activities/accomplishments for reimbursement: Deliverable 1: Main4ain Administer Accelerator Project staffing at levels which allow for nroj ect success and utilizes the budgeted personnel costs by employing, contracting, or leasing. Progress and completion of this deliverable will be as tha4 ten is desefibed below, staff of 3 FTEs (Fuji :F.. U— A &.11- --I-iivalent as the tefm is deffin.ed- by thee internal ReNcenue Gode, as a -mended) as evidenced by providing COUNTY timesheets, payroll reports, and N Veenei e bank transaction reports statements, -p l felated en,.,eotoa ,.l.,o,.ks,,,.,.a TD C � ...�, nn i , a . :- : - - - FM Deliverable 2: Administer Project aeeounting as evidenced by generating and providing COUNTY with a cover letter provided by EII's CPA which identifies budget variances and positive and negative conditions, a monthly and year to date statement of activity, and uarterl report of actual to budget, a monthly Statement of Financial Position, General. Ledger ("GL"), Statement of Cash Flows, and aging reports for Accounts Receivable ("AR") and Accounts Payable ("AP"). Deliverable 3: n�m�r,�n4ti.n4���To r+ntocv _r�v� r�nz+l�i�,ir►nr�4c. if nv,�� �: o .� a d11 inisl1Gd i Facilitate creation of sustainable quality jobs thru over sight, management and pro ram implementation. EII staff shall perform quarterly reviews of Accelerator Project participant job creation and capital investment plans as evidenced by submission of participant's written request for confidentiality -pursuant to 288.075 and a summM report approved by the County Manager or his designee. EXHIBIT B1 BUDGET DETAIL FOR SERVICES ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee EXHIBIT B I Budget CategoEy Uses Notes Project Budget of County funding FY 2017 Personnel Costs 373,300 Rent 204,200 Operating/LJtilities/Insurance* 20,165 Permitting and Consulting* * 15,000 Equipment & Facility*** 30,300 Total County Funding1 Funding source Funding generated by EII's Project administration Business Income 115,200 Private Contributions 50,000 165,200 *Operating/Utilities/Insurance includes electric service, waste and recycling service, gas, custodial service, pest control, insurance and internet service and equipment. **Permitting and Consulting includes consulting fees and expenses related to obtaining Accelerator Project permits, certifications, and licenses. ***Equipment and facility includes kitchen utensils, materials, office furniture, labeling, weatherizing doors/windows, automated entry and locking system. 7 EXHIBIT C PROGRAM PERFORMANCE REPORT ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee REPORT PERIOD I. ACCOMPLISHMENTS: THROUGH Additional submissions of the Program Performance Report may be made to support additional requests for reimbursement as needed to support the programmatic and budgetary requirements of the Project. II. PROBLEMS: 0 Deliverables and Supporting Documentation Fiscal year 2017 reporting Deliverable 1: Administer Accelerator Project staffing at levels submit on or before which allow for project success and utilizes the budgeted October 10, 2017. personnel. costs by employing, contracting, or leasing. Progress and completion of this deliverable will be evidenced by providing COUNTY with timesheets, payroll reports, and bank transaction reports. Deliverable 2: Administer Project as evidenced by generating and providing COUNTY with a cover letter provided by Ell's CPA which identifies budget variances, and positive and negative conditions, monthly and year to date statement of activity, quarterly report of actual to budget, a monthly Statement of Financial Position, General Ledger ("GL"), Statement of Cash Flows, and aging reports for Accounts Receivable ("AR") and Accounts Payable ("AP"). Deliverable 3: Facilitate creation of sustainable quality jobs thru over sight, management and program implementation. EII staff shall perform quarterly reviews of Accelerator Project participant job creation and capital investment plans as evidenced by submission of participant's written request for confidentiality pursuant to 288.075 and a summary report approved by the County Manager or his designee. Additional submissions of the Program Performance Report may be made to support additional requests for reimbursement as needed to support the programmatic and budgetary requirements of the Project. II. PROBLEMS: 0