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Agenda 07/07/2015 Item #16F4 Proposed Agenda Changes Board of County Commissioners Meeting July 7, 2015 Add On Item 12B: Recommendation to approve and accept a proposed Settlement Agreement to finally resolve all Collier County claims in the matter of In re: Oil Spill by the Oil Rig"Deepwater Horizon"in the Gulf of Mexico on April 20,2010 now pending in the United States District Court for the Eastern District of Louisiana,Case No.MDL 2179 Section J. (County Attorney's request) Move Item 16F8 to Item 11F: Recommendation to approve Amendment#1 to contract 15- 6433 Production of the Tourism Guide to Miles Media Group,LLLP,authorize the Chairman to execute the County Attorney approved amendment,and make a finding that this expenditure promotes tourism. (Commissioner Taylor's request) Move Item 16D16 to Item 11G: Recommendation to approve the recommendation to modify the endowment related to the County's acceptance of properties donated to Conservation Collier as offsite preservation under the Land Development Code (LDC) Section 3.05.07, H.1.f.iii.a.and b. (Commissioner Henning's request) Move Item 16F4 to Item 11H: Recommendation to approve the First Amendment to the Agreement between the Southwest Florida Economic Development Alliance,Inc.and the Board of County Commissioners. (Commissioner Henning's request) Add On Item 16H5: Recommendation to appoint a member to the Collier County Planning Commission. (Commissioner Hiller's request) Note: Item 16D7— Page two of the agreement under the paragraph entitled"administrative costs", the specified dollar amount should read: : . . . - • • • six- thousand four-hundred fourteen ($6,414). (Staffs request) Item 16F2— Legal name of C-2 Grant Organization should read: Southwest Florida Holocaust Museum.Inc. (Staffs request) Time Certain Items: Item 9A to be heard at 9:45 a.m.,followed by Item 9B Item 11E to be heard at 11:00 a.m. Item 9F to be heard at 1:30 p.m.,followed by Item 11D Item 9C to be heard at 5:05 p.m.,followed by Item 9D Item 12A to be heard immediately following Item 9D 7/7/2015 16. F.4. Recommendation to approve the First Amendment to the Agreement between the Southwest Florida Economic Development Alliance, Inc. and the Board of County Commissioners. OBJECTIVE: That the Board of County Commissioners (Board) approve the First Amendment to the Agreement between Collier County, Florida and Southwest Florida Economic Development Alliance, Inc. ( "Alliance "). CONSIDERATIONS: On February 27, 2015, Agenda Item 161.5, the Board of County Commissioners approved an agreement between the County and Alliance (the "Agreement "). The Agreement has served to formalize our County's regional economic development approach which is a part of the Board's approved Office of Business & Economic Development Business Plan. The specific initiatives and action plans outlined in the Agreement's Scope of Services provides specific deliverables to further economic development in Southwest Florida through coordination of marketing, and international business development activities. There are two reasons for modification of the Agreement. First, is to define and clarify specifically which employee benefits are reimbursable under the Agreement. Staff proposes defining relocation expenses, health insurance, and bonuses to be included within the definition of "employee benefits ". Second, the Alliance has requested and Staff has concurred that ten thousand dollars be re- allocated from the Marketing Plan Activities and Website Maintenance, Marketing, & Optimization Budget to Salaries including benefits for the position of Director. A strike through and underline version of the modifications is included in the backup materials. FISCAL, IMPACT: The net financial reimbursement is unchanged. The total cost of the Agreement will not exceed $100,000 in FY 2015. Funding is available in the approved Business and Economic Development Department FY 2015 budget, within the Economic Development Fund (001). GROWTH MANAGEMENT IMPACT: This request is consistent with Objective 3 of the Economic Element of the Collier County Growth Management Plan which states: "Collier County will support programs which are designed to promote and encourage the recruitment of new industry as well as the expansion and retention of existing industries in order to diversity the County's economic base." LEGAL CONSIDERATIONS: ATIONS: This item is approved for form and legality and requires a majority vote. — JAB RECOMMENDATION: Recommendation to approve the First Amendment to the Agreement between the Southwest Florida Economic Development Alliance, Inc. and the Board of County Commissioners. Prepared by: Bruce Register, Office of Business & Economic Development Attachments: Attachment A: F i r s t Amendment to the Agreement between Collier County, Florida and Southwest Florida Economic Development Alliance, Inc. Attachment B.• 2015 Alliance Agreement Packet Page -2160- 7/7/2015 16.F.4. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.F.16.F.4. Item Summary: Recommendation to approve the First Amendment to the Agreement between the Southwest Florida Economic Development Alliance, Inc. and the Board of County Commissioners. Meeting Date: 7/7/2015 Prepared By Name: BrockMaryJo Title: Executive Secretary to County Manager, County Managers Office 6/29/2015 8:14:40 AM Submitted by Title: Executive Secretary to County Manager, County Managers Office Name: BrockMaryJo 6/29/2015 8:14:41 AM Approved By Name: BelpedioJennifer Title: Assistant County Attorney, CAO General Services Date: 6/29/2015 8:45:26 AM Name: KlatzkowJeff Title: County Attorney, Date: 6/29/2015 9:41:49 AM Name: RegisterBruce Title: Division Director - Business & Econ Dev, Office of Business & Economic Development Date: 6/29/2015 10:15:31 AM Name: IsacksonMark Title: Division Director - Corp Fin & Mgmt Svc, Office of Management & Budget Date: 6/29/2015 1:40:51 PM Packet Page -2161- 7/7/2015 16.F.4. Name: OchsLeo Title: County Manager, County Managers Office Date: 6/29/2015 5:48:49 PM Packet Page -2162- 7/7/2015 161.4. FIRST AMENDMENT TO AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND SOUTHWEST FLORIDA ECONOMIC DEVELOPMENT ALLIANCE, INC. This AGREEMENT is made and entered into this ph day of J u 1 y, 2015, by and between Collier County, a political subdivision of the State of Florida (the 'COUNTY ") and Southwest Florida Economic Development AIliance, Inc. ( "ALLIANCE "), a Florida not-for-profit corporation. WITNESSETH WHEREAS, on February 27, 2015, Agenda Item 16.17.5, the Board of County Commissioners approved an agreement between the County and ALLIANCE (the "Agreement ") for the Alliance's provision of strategic marketing and business outreach activities to further the goals and objectives identified in the County's Business and Economic Development Business Plan; WHEREAS, the Agreement provided for reimbursement of "employee benefits" and this amendment seeks to define and clarify which employee benefits are reimbursable under the Agreement; WHEREAS, this Amendment re- allocates ten thousand dollars from the Marketing Plan Activities and Website Maintenance, Marketing, & Optimization Budget to Salaries including benefits, Director; and NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, and other good and valuable consideration, the COUNTY and the ALLIANCE agree to amend the Agreement as set forth below. 1. The first paragraph of Article III, Consideration and Limitation, is hereby amended is hereby as follows: "For its performance under this Agreement, the ALLIANCE will receive funds from the COUNTY in an amount not to exceed One Hundred Thousand Dollars ($100,000.00). It is intended that the services performed by ALLIANCE shall be on a cost reimbursement methodology for actual eligible expenditures. Actual expenditures eligible as a basis for reimbursement can and shall include salaries and employee benefits (relocation expenses, health insurance, and bonuses), costs for ALLIANCE personnel performing services described in Exhibit "B ", as well as ALLIANCE costs of operating and maintaining its website. ALLIANCE shall be entitled to compensation upon BCC approval of the Agreement, distributed no more frequently than on a quarterly basis for reimbursement of eligible expenses approved by the County and Clerk of Court, beginning January 1, 2015. Each quarterly payment will equal up to one -third of the total given that the Agreement has been executed at the beginning of the second quarter of the County fiscal year." 2. Exhibit B, Budget Detail for Services, of the Agreement is hereby amended by replacing it in its entirety as it is attached hereto. Exhibit D, Payment Record Chart for Alliance Agreement is hereby amended by replacing it in its entirety as it is attached hereto. 4. 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. Packet Page -2163- 7/7/2015 16.F.4. IN WITNESS WHEREOF, the parties have executed this First Amendment to Agreement on this 7th day of July, 2015. ATTEST: DWIGHT E. BROCK, CLERK , DEPUTY CLERK ATTEST: Approved as to form and legality Jennifer A. Belpedio, Assistant County Attorney BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA 0 TIM NANCE, CHAIRMAN SOUTHWEST FLORIDA ECONOMIC DEVELOPMENT ALLIANCE, INC. 2 GPacket Page -2164- 7/7/2015 16.F.4. EXHIBIT B METHOD OF PAYMENT FY2015 ORGANIZATION: Southwest Florida Economic Development Alliance, Inc. PROGRAM: Economic Development Services RELEASE OF FUNDS SHALL BE IN ACCORDANCE WITH THE APPROVED BUDGET WILL BE MADE UPON RECEIPT OF THE COMPLETED REQUEST FOR PAYMENT FORM EVERY 90 DAYS. NO MODIFICATIONS WITHIN BUDGET CATEGORIES SHALL BE FUNDED UNLESS PRIOR WRITTEN APPROVAL HAS BEEN GRANTED BY THE COUNTY MANAGER, WHICH APPROVAL SHALL BE CONSISTENT WITH THE TERMS OF THE COUNTY /ALLIANCE BUDGET AND AGREEMENT AND NOT UNREASONABLY WITHHELD. PAYMENT REQUESTS SHALL NOT BE SUBMITTED FOR A PERIOD OF LESS THAN ONE QUARTER. THE COUNTY'S FISCAL YEAR COMMENCES ON OCTOBER 1st AND ENDS ON SEPTEMBER 30th OF THE FOLLOWING CALENDAR YEAR. INVOICES FOR SERVICES DELIVERED BETWEEN OCTOBER Ist AND SEPTEMBER 30th MUST BE RECEIVED NO LATER THAN S E P T E M B E R 3 0 t h OF EACH YEAR TO ALLOW CLOSEOUT OF THE COUNTY'S FISCAL YEAR. IN NO EVENT HOWEVER, SHALL PAYMENTS TO THE ALLIANCE UNDER THIS AGREEMENT EXCEED $100,000.00 PER COUNTY FISCAL YEAR. FOR THE CURRENT FISCAL YEAR, THIS WOULD BE THE PERIOD FROM JANUARY TO SEPTEMBER 2015. TOTAL (County Portion) $100,000.00 (fiscal year) The requests for payment shall include the report on progress on the strategies and tasks identified in the agreed Scope of Services. Packet Page -2165- � 7/7/2015 16.F.4. BUDGET DETAIL FOR SERVICES FY2015 ORGANIZATION: Southwest Florida Economic Development Alliance, Inc. PROGRAM: Economic Development Budget Category Approved Budget 1. Salaries including benefits Director $5Q.000 48;898 Operations Support Staff Person $10,000 Personnel Subtotal $60.0009;998 2. Marketing Outreach and Website Expenses as described in Deliverables 1-4. Marketing Plan Activities and Website Maintenance, Marketing, & Optimization $40,000 38;898 Marketing & Website Subtotal S41000 39;898 Total Budget Categories $100,000 per County FY NOTE: When completing payment requests complete the appropriate forms and attach detailed documentation identifying obligations or expenses in the above budget categories only. Packet Page -2166- 7/7/2015 16.F.4. EXHIBIT D PAYMENT RECORD CHART FOR ALLIANCE AGREEMENT r �±�H1�i�� a as a a a -■ ■ ■ Packet Page -2167- �� 7/7/2015 16.F.4. AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND SOUTHWEST FLORIDA ECONOMIC DEVELOPMENT ALLIANCE, INC. This AGREEMENT is made and entered into this a � +� day of January, 2015, by and between Collier County, a political subdivision of the State of Florida (the "COUNTY ") and Southwest Florida Economic Development Alliance, Inc. ( "ALLIANCE "), a Florida not - for - profit corporation. WITNESSETH WHEREAS, the COUNTY has determined that strategic marketing and business outreach activities provided through the ALLIANCE will help promote a more diverse and prosperous r e g i o n a I e c o n o m y and s u c h activities are in the public interest and serve a lawful and beneficial purpose for the COUNTY and the Southwest Florida Region; and WHEREAS, the COUNTY has determined that it is in the best interests of Collier County to support regional economic development efforts and that support further the goals and objectives identified in the County's Business and Economic Development Business Plan; and WHEREAS, the ALLIANCE is a business and economic development organization with a mission to enhance the Southwest Florida Region's economic well -being and to create a vision to maintain and strengthen t h e e c o n o in y o f t h e Southwest Florida Region; and WHEREAS, the ALLIANCE desires to be collaborate with the COUNTY in the achievement of the economic development goals and objectives of the Collier County Board of County Commissioners (the "BCC "); and WHEREAS, the ALLIANCE, in concert with the BCC, has determined that the strategies to achieve such objectives include those below: • Marketing Collier County in coniunction with the Southwest Florida Region to recruit employment opportunities for residents; • Strengthening and maintaining a communications network that promotes the image and assets of Collier County in conjunction with the Southwest Florida Region; and WHEREAS, the COUNTY desires to have the ALLIANCE provide private sector leadership to achieve the strategies set forth above and the ALLIANCE is willing to undertake such functions under the terms of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, and other good and valuable consideration, the COUNTY and the ALLIANCE agree as follows. ARTICLE I SCOPE OF SERVICES The ALLIANCE shall promote economic development for the COUNTY by providing the services and activities described in Exhibit "A ", Scope of Services, attached hereto and by reference made a part hereof. Packet Page -2168- 7/7/2015 16.F.4. ARTICLE II PERIOD OF AGREEMENT This Agreement shall be effective upon execution by both parties and shall cover services provided from January 1, 2015, until September 30, 2015, unless otherwise terminated in accordance with this Agreement or extended by mutual written Agreement of the parties. ARTICLE III CONSIDERATION AND LIMITATION For its performance under this Agreement, the ALLIANCE will receive funds from the COUNTY in an amount not to exceed One Hundred Thousand Dollars ($100,000.00). It is intended that the services performed by ALLIANCE shall be on a cost reimbursement methodology for actual eligible expenditures. Actual expenditures eligible as a basis for reimbursement can and shall include salaries and employee benefits, costs for ALLIANCE personnel performing services described in Exhibit "B ", as well as ALLIANCE costs of operating and maintaining its website. ALLIANCE shall be entitled to compensation upon BCC approval of the Agreement, distributed no more frequently than on a quarterly basis for reimbursement of eligible expenses approved by the County and Clerk of Court, beginning January 1, 2015. Each quarterly payment will equal up to one -third of the total given that the Agreement has been executed at the beginning of the second quarter of the County fiscal year. All invoices shall be submitted in accordance with COUNTY procedures and in a form acceptable to the COUNTY and the ALLIANCE as generally outlined in Exhibit 'B" — Method of Payment and Budget Detail for Services and Exhibit "C" — Request for Payment Form, attached hereto and by reference made apart hereof. Rlia;kiP nnarntina PvnPncPc inrii"Pn to nrnvir1P cPnrioac rnncictPnt with the crnnP of carvirac described in Exhibit "A" are outlined in Exhibit "B ". No COUNTY funds will be expended for the ALLIANCE's purchase of equipment (with the exception of software and other digital and electronic tools, i.e. website creation, Business Retention/Expansion software, etc.), food, beverages or entertainment costs or in support of electioneering ARTICLE IV PAYMENT AND REPORTING REQUIREMENTS For its performance under this Agreement, County shall pay to the ALLIANCE three (3) equal payments of $33,333, upon submittal of a quarterly report and completion of the deliverables referenced in Exhibit A, Scope of Services. All payment requests by the ALLIANCE 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 the ALLIANCE, as generally outlined and set forth in Exhibit "C" attached hereto and by reference made a part hereof. Payments to the ALLIANCE will be made within thirty (30) days of requests therefore in accordance with the procedures specified by Exhibit "B" Method of Payment and Budget Detail for Services. Ifthe COUNTY determines, through its inspection or review that the ALLIANCE has performed, or is performing less than the total agreed upon services, then the COUNTY shall notify the ALLIANCE in writing specifying those services which it alleges have not been performed or fully performed and the ALLIANCE 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 Packet Page -2169- 7/7/2015 16.F.4. such services not fully performed on a pro -rata basis. Performance will be measured by the defined Scope of Services set out in Exhibit "A" or a percentage of defined service goals completed and by such other standards as the parties may agree upon in writing. The ALLIANCE shall submit its first payment request, an d Program Performance Report on or before March 31, 2015, and its second request on or before June 30, 2015. The ALLIANCE shall submit its final payment request, Program Performance Report, and year -end analysis, and any other required reports within forty five (45) days of the expiration of the term of this Agreement, or earlier termination of this Agreement. If the ALLIANCE fails to comply with the requirements of this Article, the COUNTY may refuse to honor or be liable for payment of any late request for payment. ARTICLE V MAINTENANCE OF RECORDS The ALLIANCE shall maintain such financial records and accounts, including invoices, purchase orders and backup materials or documents as are deemed necessary to assure a proper accounting for all COUNTY funds for which the COUNTY is obligated to reimburse the ALLIANCE under the terms of this Agreement. The aforesaid records and accounts shall be made available for inspection purposes at reasonable times and upon reasonable notice during normal business hours and as often as the COUNTY may deem necessary to verify reimbursements and any other financial records or matters covered by this Agreement. The ALLIANCE shall also provide timely and reasonable access to the ALLIANCE's CEO at times convenient for the CEO for the purpose of questions or explanations related to such records and accounts. The ALLIANCE shall retain for such inspection all of its records and supporting documentation applicable to this Agreement for five (5) years after receipt of final payment from the COUNTY, or until any or all questioned costs have been resolved or litigation, if any, is completed, in the event funds expended under this Agreement are questioned or become the subject of litigation. In addition, ALLIANCE shall: lal Keen and maintain nrnhlic rernrds that ordinsrily and nerescarily wnnlyd ht- rPmiirPrl by the nnhlir 1--1 ----r _.._ ..._......... C »...._ .__....._ ... »..,. ».. .., ........_^ _» ..., ..., ».,..,_ ._y. -.._„ -.1 ..._ r. .._ agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. ARTICLE VI INDEMNIFICATION The ALLIANCE shall indemnify, hold harmless, and defend the COUNTY, its agents and employees from and against any and all liabilities, losses, claims, damages, demands, expenses or actions, either at law or in equity, including court costs and attorneys' fees, that may hereafter at any time be made or brought by anyone on account of personal injury, property damage, loss of monies, or other loss, allegedly caused or incurred, in whole or in part, as a result of any negligent, wrongful, or intentional act or omission, or based on any act of fraud or defalcation by the ALLIANCE, its agents, subcontractors, assigns, heirs, and employees during performance under this Agreement. The extent of its Packet Page -2170- 7/7/2015 16.F.4. indemnification shall be limited by the insurance available to ALLIANCE in accord with Article X of this Agreement. In any and all claims against the COUNTY or any of its agents or employees by any employee of the ALLIANCE, any subcontractor, heir, assign, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall be limited to the amount or type of damages, compensation or benefits payable by or for the ALLIANCE or any subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE VII TERMINATION This Agreement may be terminated for cause by either party by giving thirty (30) days prior written notice of such intent specifying the reason and the cause. For this purpose cause means that a party has failed in a material way to have performed as required hereunder. The party giving the notice shall specify the specific grounds for cause. The party receiving the notice shall have a period of thirty (30) days in order to attempt to cure the deficiencies or cause prior to any termination thereof. The aforesaid termination notices, as well as all other notices required herein, shall be considered received by the ALLIANCE and the COUNTY if sent by certified mail, return receipt requested, or by overnight personal delivery service requiring a signature for delivery, and addressed as provided for in Article XXVIII of this Agreement. ARTICLE VIII EQUAL OPPORTUNITY CLAUSE The ALLIANCE 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 STATEMENT OF ASSURANCE During the performance of this Agreement, the ALLIANCE assures the COUNTY that the ALLIANCE is in compliance with Title VII of the 1964 Civil Rights Act, as amended, the Florida Civil Rights Act of 1992, as amended, and the Collier County Human Rights Ordinance (Ordinance No. 00 -37), in that the ALLIANCE does not, on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against the ALLIANCE's employees or applicants for employment. Further, the ALLIANCE assures the COUNTY of the ALLIANCE s compliance with the Americans with Disabilities Act of 1990, as amended, as applicable. The ALLIANCE understands and agrees that this Agreement is conditioned upon the veracity of such statements of assurance. Furthermore, the ALLIANCE assures the COUNTY that it will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) is /are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto. This statement of assurance shall be interpreted to include Vietnam -Era Veterans and Disabled Veterans within its protective range of applicability. ARTICLE X INSURANCE The ALLIANCE shall provide and maintain the following insurance coverage's in the amounts specified throughout the period of this Agreement on behalf of the ALLIANCE and the COUNTY, by naming 4 Packet Page -2171- 7/7/2015 161.4. the COUNTY as an additional insured under the policies of insurance that it maintains, a copy of the declarations page thereof being attached as Exhibit E, as follows: Commercial General Liability insurance: with coverage limits of $500,000, general which shall apply to claims that may be asserted against the COUNTY by reason of the act or activities of the ALLIANCE. The ALLIANCE shall maintain workers' compensation coverage as required by Florida law. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. Every insurance policy must provide for up to thirty (30) days prior written notice to the COUNTY of any cancellation, intent not to renew, or reduction in the policy coverage. Coverage shall be documented by a Certificate of Insurance. ARTICLE XI CONFLICT OF INTEREST The ALLIANCE represents that it presently has no interest, and shall acquire no such interest: financial or otherwise, direct or indirect, nor engage in any business transaction or professional activity; or incur any obligation of any nature which would conflict in any manner with the performance of service required hereunder. ARTICLE XII DRUG FREE WORKPLACE The ALLIANCE shall administer, in good faith, a policy designed to ensure that the ALLIANCE's employees, agents and subcontractors are free from the illegal use, possession, or distribution of drugs or alcohol. ARTICLE XIII C.OVFRNTNC. LAW VENT iF. 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 the ALLIANCE is providing services funded by the United States Government. Venue shall be in Collier County, Florida. ARTICLE X1V COMPLIANCE The ALLIANCE shall comply with the requirements of all federal, state, and local laws, rules, codes, ordinances and regulations pertaining to this Agreement. ARTICLE XV ASSIGNMENT Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. ARTICLE XVI HEADINGS Article headings have been included in this Agreement solely for the purpose of convenience and shall not affect the interpretation of any of the terms of this Agreement. Packet Page -2172- 7/7/2015 16.F.4. 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 R I G H T S AND REMEDIES Nothing contained herein shall be construed as a limitation on such other rights and remedies available to the parties at law, or in equity, which may now or in the future be applicable.. ARTICLE XIX ORDER OF PRECEDENCE In the event of any conflict between the provisions of the Articles of this Agreement and the exhibits hereto, the contents of the Articles of this Agreement shall control over the contents of the exhibits. ARTICLE XX SEVERABILITY In the event any section, sentence, clause, or provision of this Agreement is held to be invalid or illegal, the remainder of the Agreement shall not be affected by such invalidity or illegality and shall remain in full force and effect. ARTICLE XXI PROJECT PUBLICITY Any news release or other type of publicity pertaining to the services performed by the ALLIANCE pursuant to this Agreement must recognize the contribution of the BCC as a funding source, The ALLIANCE being a not - for - profit corporation receiving public funding or non - monetary contributions through the COUNTY shall recognize the COUNTY for its contribution in all promotional materials and at any event or workshop for which COUNTY funds are allocated. In written materials, the reference to the COUNTY must appear in the same size letters and font type as the name of any other funding sources. In addition, any development project announcement, ceremonial business opening, or publicity event resulting from efforts of the ALLIANCE, and particularly those projects induced with COUNTY funded financial incentives or other contributions, will be planned in cooperation with the COUNTY's 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. on Packet Page -2173- 7/7/2015 16.F.4. ARTICLE XXII SURVIVABILITY Any term, condition, covenant or obligation which requires performance by either party subsequent to termination of this Agreement shall remain enforceable against such party subsequent to such termination. ARTICLE XX1II THIRD PARTY BENEFICIARIES This Agreement is for the benefit of the COUNTY and the ALLIANCE. 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 The ALLIANCE shall not engage, participate or intervene, in any form of political campaign on behalf of, or in opposition to, any candidate for political office. ARTICLE XXV MERGER; MODIFICATIONS 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 the ALLIANCE. Similarly, no contract which purports to affect the terms of this Agreement shall be Val, I a& :a all,CtS ♦1... A............ _..a ..._1„__ :- __._:aL_ __J __.____.._J r__. .r__ n�>•r�rmv _.. a .�. .. .. ... 1rr.r+ YCII IU GJ It Q11cG LJ Lift S N�'ICCIIIC1I1, UIIICSS Ill WI IIIIIg a[lu eXCGuLeu by the CUUIN 1 Y and the ALLIAINUt. 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 Mr. Leo Ochs, County Manager Collier County 3299 Tamiami Trail East, Ste. 201 Naples, FL 34104 If to the ALLIANCE: Southwest Florida Economic Development Alliance, Inc. c/o Richard C. Grant, Esq. Grant Fridkin Pearson, P.A. 5551 Ridewood Drive, Suite 501 FL 34104 Packet Page -2174- 7 7/7/2015 16.F.4. IN WITNESS WHEREOF, this Agreement was dated on the day and year first written above. ATTEST:—, BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROC, K, *.CLERK OF COLLIER COUNTY, FLORIDA 'Au" "std ' to Ualfff ZWBEPUTY CLERK TIM NANCE, CHAIRMAN {t�CaF�,CC Otl' �,,�i"'��"""' MAR1rStISIWCUl1. � W COMAp8Si0N HE ISM e TWi MPAkUnft 0 ApproveM to form and legality JenfVer A. Belpedi , Assistant County Att rn SOUTHWEST FLORIDA ECONOMIC DEVELOPMENT ALLIANCE, INC. y' LGu rel k. 0a17cfrs Packet Page -217S- EV 7/7/2015 16. F.4. EXHIBIT A SCOPE OF SERVICE FY2015 ORGANIZATION: Southwest Florida Economic Development Alliance, Inc. PROGRAM: Economic Development Services I. Objective: Marketing Outreach & Site Selector Relationships The activities of the Alliance to strengthen the Southwest Florida Region economy by activities that will include, but not be limited to: generating business awareness and interest in Southwest Florida through targeted outreach, marketing and relationship building and serving as a transparent economic development coordinator in disseminating leads. Specific activities will be outlined in the Annual Marketing Plan developed by the Marketing Advisory Committee and approved by the Alliance's Board of Directors. The Marketing Advisory Committee will include economic development professionals from Collier County and other counties represented by the Alliance. The activities may include participation in trade shows, site selector events, along with hosting special functions such as CEO forums and site selector meetings. The Alliance may also participate in international events and activities coordinated through Enterprise Florida. Performance Criteria The ALLIANCE shall provide statements to include evidence and invoices substantiating the nlln.x.x.rina artvitPc /arrmmnlichment� c f,n.,r , r.a..i.m,..h.,i..i.r,c�n..m.,,P..nt.• ...b . ..mv........... Deliverable l: Approved Annual Marketing Plan developed in conjunction with Marketing Advisory Committee, to include professionals from Collier County. Deliverable 2: During the term of this Agreement, execution of specific activities within the Annual Marketing Plan, including sponsoring, organizing, and participating in outreach events designed for engaging regional partner attendance, including but not limited to trade shows, recruiting trips, and consultant events. The four (4) events will constitute marketing and promotional programmed activities for developing site selector relationships and building awareness of the Southwest Florida Region as a business destination. Deliverable 3: Account for prospect & contact activities through the adoption and use of a lead dissemination tool to track prospect information derived from Alliance's marketing efforts. II. Objective: Website Expense and Marketing Data The Alliance will manage the regional data repository and website, keeping the information accurate, current, and relevant and market the site to drive activity. The website and appropriate digital capabilities will be continually enhanced and developed for maximum effectiveness. The website will include an online property locator through LoopNet that allows Al Packet Page -2176- 7/7/2015 16.F.4. businesses to easily identify suitable buildings and sites. Performance Criteria The ALLIANCE shall provide statements to include evidence and invoices substantiating the following activities for reimbursement: Deliverable 4: Maintain attractive and relevant website to highlight attributes of the Southwest Florida Region including Collier County Business Development programs. The data updates and website refreshments will be performed regularly and programs will be initiated to market the website and optimized its usage. III. Objective: Staff & Operations The Alliance Director would lead the Alliance and represent the organization both externally and internally to the region. Externally, the Director would oversee development and execution of the annual marketing plan. The Director would also focus on promoting the region to targeted site selectors and companies; Enterprise Florida, and international consulates, attending trade missions where appropriate. Internally, the Director would manage investor relations, direct fund- raising activities, work with the Investor Advisory Committee to develop long and short term strategy recommendations for the ALLIANCE, promote the importance of economic development within the region, and act as liaison for economic development activities for Southwest Florida. Performance Criteria. The ALLIANCE shall provide statements to include evidence and invoices substantiating the following activities for reimbursement: Deliverable 5: Successful recruitments of the Alliance Director and operational support staff two (2 ) FTE's to accomplish the tasks to achieve performance required by the agreement. Deliverable 6: Annual Report Presentation to the Collier County Board of Commissioners once during the term of this Agreement reporting on the marketing, recruitment, and expansion/retention activities for the Southwest Florida Region. A2 Packet Page -2177- 7/7/2015 16. F.4. EXHIBIT B METHOD OF PAYMENT FY2015 ORGANIZATION: Southwest Florida Economic Development Alliance, Inc, PROGRAM: Economic Development Services RELEASE OF FUNDS SHALL BE IN ACCORDANCE WITH THE APPROVED BUDGET WILL BE MADE UPON RECEIPT OF THE COMPLETED REQUEST FOR PAYMENT FORM EVERY 90 DAYS. NO MODIFICATIONS WITHIN BUDGET CATEGORIES SHALL BE FUNDED UNLESS PRIOR WRITTEN APPROVAL HAS BEEN GRANTED BY THE COUNTY MANAGER, WHICH APPROVAL SHALL BE CONSISTENT WITH THE TERMS OF THE COUNTY /ALLIANCE BUDGET AND AGREEMENT AND NOT UNREASONABLY WITHHELD. PAYMENT REQUESTS SHALL NOT BE SUBMITTED FOR A PERIOD OF LESS THAN ONE QUARTER. THE COUNTY'S FISCAL YEAR COMMENCES ON OCTOBER 1st AND ENDS ON SEPTEMBER 30th OF THE FOLLOWING CALENDAR YEAR. INVOICES FOR SERVICES DELIVERED BETWEEN OCTOBER 1st AND SEPTEMBER 30th MUST BE RECEIVED NO LATER THAN SEPTEMBER 30th OF EACH YEAR TO ALLOW CLOSEOUT OF THE COUNTY'S FISCAL YEAR. IN NO EVENT HOWEVER, SHALL PAYMENTS TO THE ALLIANCE UNDER THIS A G R E E M E N T EXCEED $100,000.00 PER COUNTY FISCAL YEAR. FOR THE CURRENT FISCAL YEAR, THIS WOULD BE THE PERIOD FROM JANUARY TO SEPTEMBER 2015. TOTAL (County Portion) $100,000.00 (fiscal year) The requests for payment shall include the report on progress on the strategies and tasks identified in the agreed Scope of Services. C Packet Page -2178- 7/7/2015 16.F.4. BUDGET DETAIL FOR SERVICES FY2015 ORGANIZATION: Southwest Florida Economic Development Alliance, Inc. PROGRAM: Economic Development Budget Category Approved Budget 1. Salaries including benefits Director $40,000 Operations Support Staff Person $10,000 Personnel Subtotal $50.000 2. Marketing Outreach and Website Expenses as described in Deliverables 1-4. Marketing Plan Activities and Website Maintenance, Marketing, & Optimization $50,000 Marketing & Website Subtotal $50,000 Total Budget Categories $100,000 per County FY NOTE: When completing payment requests complete the appropriate forms and attach detailed documentation identifvin2 obliLations or expenses in the above budeet cateeories only. i Packet Page -2179- 7/7/2015 16.F.4. EXHIBIT C PROGRAM PERFORMANCEREPORT FY2015 ORGANIZATION: Southwest Florida Economic Development Alliance, Inc. PROGRAM: Economic Development REPORT PERIOD THROUGH PERCENTAGE OR SCOPE OR SERVICES OR COMPONENTS OF CONTRACT COMPLETED % I. ACCOMPLISHMENTS: Report No. A: Staff & Operations B: Marketing Outreach Accomplishments I. a. Director on board. a. Annual Marketing Plan approved and Submit See Art IV below for submittals. implemented. On or b. Progress toward (4) Marketing Events for the before, calendar year 2015. March 31, See Art IV below for submittals. 2015. 2. a. Director on board. a. Two (2) Marketing Events Accomplished, or Submit On b. Support Staff Person on board. progress toward (4) Marketing Events for calendar or before, See Art IV below for submittals. year 2015. June 30, b. Adopt and use lead dissemination tool. IAI1z LV I.J. AAn;.,r-;,, R, F„1.�.,..o UJoF.� ;to Arr�:l,,,ro� V. 1v10.111L0.111 LX. I- I"I0.11Ll1. YY VVJItI. l LLIIVULI3. See Art IV below for submittals. 3. a. Director on board. a. Three (3) Marketing Events Accomplished, or Submit b. Support Staff Person on board. progress toward (4) Marketing Events for calendar Within 45 c. Annual Report Presentation to year 2015. days of the Collier County Board of b. Account for Prospect & Contact. expiration Commissioners Accomplished. c. Maintain & Enhance Website. or See Art IV below for submittals. See Art IV below for submittals. termination. II. PROBLEMS: Packet Page -2180 - CI 7/7/2015 16.F.4. III. STATUS REPORT ON PROVISION OF SERVICES: (include report period and year- to- date) SCOPE OF ANNUAL REPORT YEAR TO % OF GOAL SERVICE PROGRAM PERIOD DATE COMPLETED PROVIDED GOAL (See attached scope of work for detailed deliverables, benchmarks a n d performance measures.) IV. OTHER COMMENTS: SUPPORTING ATTACHMENTS: Along with the above status report, provide Project details for the deliverables delineated in Exhibit A. For specific activities and accomplishments s u b m i t supporting documentation listed below or other documents which support accomplishment of deliverable. With regard to staff accomplishments submit timesheets signed by supervisors and payroll reports. With regard to operations accomplishments submit Project Detailed Expense reports, invoices, statements, and canceled checks. With regard to marketing outreach accomplishments submit invoices and cancelled checks, copies of press releases, media placement and other ads, the approved Annual Marketing Plan, event budgets and invitations or invoices for reserving event locations, screen print outs of the lead dissemination tool or lead dissemination reports, SEO & website analytic reports, and reports on the Alliance's prospect and contact activities including number of missions, conferences, publications, meetings, and other measurable activities. Packet Page -2181- C2 7/7/2015 16.F.4. INSTRUCTIONS FOR PROGRAM PERFORMANCE REPORT THE PURPOSE OF THIS REPORT IS TO PRESENT A CONCISE REVIEW SUMMARIZING THE ALLIANCE'S ACTIVITIES FOR THE COUNTY FUNDED PROGRAM. USE ADDITIONAL PAGES ONLY IF NECESSARY/REQUIRED. The ALLIANCE: Provide name of the ALLIANCE as it appears on your Agreement. Program: Provide title of the program or general service area as contracted. It is defined in the Agreement between the COUNTY and the ALLIANCE for economic development. Report Period: Identify dates covered by this narrative report. After the first report, begin with ending date of the previous report. Accomplishments Highlight significant or major accomplishments in the COUNTY funded program during the report period. II. Problems Provide a description of the problems that were encountered during this report period which would have a negative impact on the program. Also, provide a plan for a corrective action, to include time of implementation, effect on the program, and indicate if there is a need to modify the program, goals, Agreement or funding. Ill. Status Rennrt on Provision of Services_ Coals and Ohiectives (Renort period and year -to- date) Report statistically on program goal achievements for report period and year -to -date total. IV. Other Comments Use this section for general remarks regarding ALLIANCE, etc. General information to assist in understanding the program's operation and purpose may be included. Provide anyRequired Attachment. Packet Page -2182- C3 Er z w W w C v a U z a w a a C �w �C = wv O C O WU C F z w a N Packet Page -2183- 7/7/2015 16.F.4. � U N of 0.� m w y Un C4 C � U cd C N «S C QN r � O s. Cn 00 Co r- r � N cC � oa cG D on o 0 a W s 69 N L b _L .U+ U U bA v N U N U �r Packet Page -2183- 7/7/2015 16.F.4. 7/7/2015 16.F.4. EXHIBIT E ALLIANCE GENERAL LIABILITY COVEREAGE DECLARATION SHEET Southern- Owners Ins. Co. Policy # 142312- 20879490 -14 Packet Page -2184- 7/7/2015 16.F.4. Page 2 55040 (11/87) SOUTHERN - OWNERS INS. CO. Issued 06 -02 -2014 AGENCY BB &T- OSWALD TRIPPE AND COMPANY Company POLICY NUMBER 142312-20879490 -14 12-0310 -00 MKT TERR 068 Bill INSURED SOUTHWEST FLORIDA ECONOMIC Term 05 -20 -2014 to 05 -20-2 COMMERCIAL GENERAL LIABILITY COVERAGE LIMITS OF INSURANCE General Aggregate $2,000,000 (Other Than Products - Completed Operations) Products - Completed Operations Aggregate 2,000,000 Personal Injury And Advertising Injury 11000,000 Each Occurrence 11000,000 Damage to Premises Rented to You (Fire Damage) 50,000 Any One Premises Medical Payments 5,OOD Any One Person Hired Auto & Non-Owned Auto 1,000,000 Each Occurrence Twice the "General Aggregate Limit ", shown above, is provided at no additional charge for each 12 month period in accordance with form 55300. AUDIT TYPE: Non - Audited FORMS THAT APPLY TO THIS COVERAGE: 59350 (01 -08) 55146 (06 -04) 55028 (12 -04) 55160 (12 -04) IL0021 (07-02) 55296 (09 -09) 55300 (07 -05) C00220 (03 -12) IL0017 (11-85) 55513 (11 -11) 55168 (12 -04) LOCATION OF PREMISES YOU OWN, RENT OR OCCUPY LOC 001 BLDG 001 5551 Ridgewood Dr Ste 501 Naples, FL 34108 -2719 TERRITORY: 006 COUNTY: Collier Classification Subline CODE 04001 Hired Auto & Non -Owned Auto Liability CODE 41670 Clubs - Civic, Service Or Social - Prem /Op No Buildings Or Premises Owned Or Prod /Comp Op Leased Except For Office Purposes (Not -For Profit) CODE 49950 Additional Interests Managers /Lessors Of Premises Prem /Op The Phil Llc Packet Page -2185- Premium Basis Rates Premium Flat Charge $69.00 Members Each 1 100 1.345 $135.00 100 .016 $2.00 Flat Charge 525.00 7/7/2015 16.F.4. EXHIBIT F COLLIER COUNTY CMA #5383 Packet Page -2186- 7/7/2015 16.F.4. CMA # 5383 EQUAL EMPLOYMENT OPPORTUNITY (EEO) [Effective Date: March 17, 1999 (Revised: October 1, 2001; Revised: October 1, 2003; Revised: May 1, 2009)1 § 5383 -1. Purpose. The purpose of this Instruction is to provide for the implementation of an equal employment opportunity (EEO) procedure authorized by the County Manager. § 5383 -2. Concept. It is the practice of the County to ensure that all Human Resources procedures are in compliance with state and federal law. The County prohibits discrimination as defined by state and federal law. A. All Human Resources practices, including compensation, benefits, discipline, safety, as well as social and recreational activities will be administered and conducted in compliance with state and federal law. B. Recruitment, selection, placement, promotion, transfer, training, reduction in force and layoff decisions will be based on factors including the candidate's /employee's job- related qualifications and abilities. Seniority may be considered as a factor given other factors are equal. C. An outreach program may be utilized to recruit, hire and ensure advancement of qualified minority group members, women, disabled individuals and veterans. D. Collier County government will take necessary steps to ensure that the work environment is free of unlawful discrimination or harassment. E. The County will continue to review its Human Resources procedures to ensure that its supervisors and managers adhere to its commitment to equal employment opportunity (EEO) principles. F. Employees who have EEO - related questions, comments or complaints are encouraged to discuss them with their Supervisor. If they are unable to resolve the situation through their Supervisor, they may discuss it with their Department Director, Division Administrator or a representative from the Human Resources Department. The employee may also utilize the Commitment to Fair Treatment Procedure. § 5383 -3. Currency. The Human Resources Department is responsible for maintaining the currency of this Instruction. § 5383 -4. Reference. Collier County Personnel Ordinance, Ordinance No. 2001 -50: Equal Employment Opportunity: It is the policy of Collier County to ensure that all Human Resources policies and practices are Pagel of 2 Packet Page -2187- 7/7/2015 16.F.4. CMA # 5383 administered without regard to race, color, religion, sex, age, national origin, physical or mental handicap, or marital status. Page 2 of 2 Packet Page -2188-