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Backup Documents 02/26/2019 Item #10B 1 0 B Ann P. Jennejohn From: BrockMaryJo <MaryJo.Brock@colliercountyfl.gov> Sent: Tuesday, February 26, 2019 8:26 AM To: DLCOMM; KlatzkowJeff; CallahanSean; Minutes and Records; Crystal K. Kinzel; CasalanguidaNick; SheffieldMichael; MillerTroy; BrownleeMichael; FilsonSue; GoodnerAngela; GrecoSherry; LykinsDave;TrochessettAimee Cc: ochs_I Subject: Add On Attachments: Executive Summary Add On Item 10B Ell Outstanding Payment Requests ES.docx; Outstanding Pay Request Summary.docx; FY 19 Ell-BCC Agreement.pdf Follow Up Flag: Follow up Flag Status: Completed Good morning, Attached please find Add On Item 10B to be included in today's agenda. Thank you, MJ Mary-Jo Brock - Executive Assistant to Leo E.Ochs,Jr. marylo.brock@colliercountyll.gov_ County Manager's Office 3299 East Tamiami Trail Naples FL 34112 239.252.8364 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 1 Add-On Item 10B 10 B February 26,2019 BCC Agenda EXECUTIVE SUMMARY Recommendation to waive any failure to meet any contract deliverable,and to authorize payment of outstanding pay requests for Economic Incubators,Inc.totaling$87,897.65,and to provide direction on future contract deliverables. OBJECTIVE: To authorize payment of outstanding pay requests for Economic Incubators,Inc and provide direction on future contract deliverables. CONSIDERATIONS: On September 25, 2018, the Board of County Commissioners approved an agreement with Economic Incubators, Inc. (EII) in continued support of the public-private partnership to operate the County's Accelerator Project. This agreement continues operational funding support at a reduced level of$600,000 for the Naples Accelerator and the Florida Culinary Accelerator @ Immokalee,as outlined in Article III of the agreement and in the updated Collier County Accelerator Business Plan submitted by EII. Under Article IV of the agreement, the County is obligated for direct payment of$203, 829 in rent for the Naples Accelerator,and for$396,171 in reimbursable personnel and operating expenses outlined in Exhibit B1 for EII. Per the contract,EII shall submit payment requests for eligible expenses on a reimbursable basis to the Board.The FY 18 agreement between EII and the BCC followed the same process. EII has submitted the following invoices to the BCC for reimbursement which Finance and Internal Audit staff have yet to release payment for,totaling$87, 897.65. One payment,#FY 18-24 is outstanding under the previous contract for Fiscal Year 2018. Pay Request Amount FY 18-24 $16,963.76 FY 19-06 $15,234.71 FY 19-07 $20,656.31 FY 19-08 $15,559.82 FY 19-09 $19,483.05 Total Outstanding $87,897.65 Clerk staff have cited failure to meet contract deliverables as the reason for withholding pay requests from EII. A summary of outstanding pay requests and the current agreement are attached to this item for the Board to review and provide direction on future contract deliverables. FISCAL IMPACT: Outstanding payment requests back to FY 2018 for EII total$87,897.65.These pay requests are consistent with the FY 19 EII budget.Funding is available in Fund 007. GROWTH MANAGEMENT IMPACT: There are no growth management impacts associated with this executive summary. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality,and requires majority vote for approval.-JAK RECOMMENDATION: Recommendation to waive any failure to meet any contract deliverable, and to authorize payment of outstanding pay requests for Economic Incubators,Inc. totaling$87, 897.65,and to provide direction on future contract deliverables. Prepared By: Commissioner Burt Saunders,District 3 1 O*B Outstanding Pav Request Summary—Economic Incubators, Inc. 1. Invoice: FY-18-24 Amount: $16,963.76 This is the last pay request from EII for Fiscal Year 2018. The Clerk's office has withheld payment claiming per Florida Statute 287.017(1), all deliverables under the annual contract were not met. It is the opinion of EII management and the Board of Directors that all services required by the contract were provided and met. Deliverables linked to budget estimates were not fully achieved due to unforeseen circumstances and events, including a hurricane and the delayed opening of the Culinary Accelerator @ Immokalee. Although some budgeted revenue estimates were not met, this did not increase contract costs to the County. EII performed services at a reduced cost throughout FY 2018. Though$800,000 was budgeted for the year, EII billed the County for only $503,359.21 in reimbursable service costs, which the final payment of$16,963.76 is outstanding. The County direct paid another $197,892.50 in rent for the Naples Accelerator lease, putting the total FY 18 costs at$701,251.71, or$98,748.29 less than the budgeted amount for the Fiscal Year. 2. Invoice: FY-19-06 Amount: $15,234.71 This payment was for payroll ending 12/31/18, and had quarterly reporting and deliverables tied to payment. The Clerk has withheld payment citing unspecified errors and inefficiencies, while also claiming that EII is behind on revenue goals. EII has requested further information regarding the errors and missing information be provided. The EII contract with the County has annual revenue deliverables as outlined in Exhibit B of the contract. If the annual revenue deliverables are evenly divided across four quarters, EII is substantially exceeding business income while behind in private investment. Business income through December 2018 was $63,105 vs. a budget of$59,319 which is a 6%improvement. Through January 2019, Business Income totaled$85,506 compared with a budget of$77,156, or 11%better. Private investment was $10,663.79 through December 2018. Though this accounts for only about 10%of EII's annual goal, our fundraising committee is working diligently to raise private investment. EII fully anticipates meeting private investment deliverables in the current fiscal year. 3. Invoice: FY- 19-07 Amount: $20,656.31 10B This is for payroll ending 1/15/19 and per communication from the Clerk's office, has no specific deliverables tied to it. 4. Invoice: FY- 19-08 Amount: $15,559.82 This payment is for payroll ending 1/31/19. All deliverables, including the January month-end financials are uploaded in SAP and awaiting review by Internal Audit. 5. Invoice: FY- 19-09 Amount: $19,483.05 This payment is for payroll ending 2/15/19. Though it was only recently submitted, like FY 19-07 as a mid-month payroll, there are no specific deliverables tied to it. Total outstanding pay requests: $87, 897.65 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 10 B TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office 4. s fj\ .0 4. BCC Office Board of CountyAS Commissioners ! (®"a 5. Minutes and Records Clerk of Court's Office --4(PfilA PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff S'ACee.. K.4.`n'\'�4.- Phone Number Contact/ Department %\„. $t, a-.4��j‘^• i„ k-{0 4 Agenda Date Item was w Agenda Item Number t p Approved by the BCC <I-a-6—rI\ s l" C�(..F, _) Type of Document Number of Original Attached f . i.m ..`cN.IC Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? fj C. 2. Does the document need to be sent to another agency for additional signatures? If yes, �` ake < provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed f.( by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's At.'Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the SI-C-1 -document or the final negotiated contract date whichever is applicable. � 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's J k signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is input into SIRE. fr Some documents are time sensitive and require forwarding to Tallahassee within a certain !! `` time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 9 2I'land all changes made during the meeting have been incorporated in the attached document. The County Attorney's �4 Office has reviewed the changes,if applicable. V► Ar 9. Initials of attorney verifying that the attached document is the version approved by the MN BCC,all changes directed by the BCC have been made,and the document is ready for the ', i-10 Chairman's Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 Ds..„.._ 108 AGREEMENT BETWEEN COLLIER COUNTY,FLORIDA AND ECONOMIC INCUBATORS,INC. This AGREEMENT is made and entered into as of this 25th of September,2018,by and between Collier County, a political subdivision of the State of Florida (the "COUNTY" or "Fiscal Agent")and Economic Incubators,Inc.("Ell"or"Administrative Entity"),a Florida not- for-profit corporation. WITNESSETH WHEREAS, on September 10, 2013, Agenda Item 11.C, the Board of County Commissioners ("BCC") approved the Office of Business & Economic Development's FY 14 Business Plan, which included a goal of developing a Business Accelerator program. Policy direction from the November 26,2013,and December 10,2013, BCC meetings culminated in the May 13, 2014, approval of the Collier County Innovation Accelerator Business Plan, including authorizing its implementation; WHEREAS, on November 18, 2014, Agenda Item 11.C, the BCC approved an agreement between COUNTY and Ell, designating Ell 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,and 2018;(the "Agreement"); WHEREAS, the COUNTY recognizes the advantages of having a not-for-profit entity to administer the Accelerator Project, including, but not limited to,the Naples Accelerator and Florida Culinary Accelerator @ Immokalee (hereinafter referred to as the "Project"), and the COUNTY finds it is in its best interests to engage Ell as the Administrative Entity pursuant to the terms and conditions set forth below,as Ell is an independent not-for-profit corporation; WHEREAS, Ell will strive to achieve the core objectives and to support the goals and objectives identified in the updated Collier County Innovation Accelerator Business Plan; WHEREAS, the COUNTY has determined that it is in the best interests of Collier County to continue to support the Accelerator Project efforts that support and 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, 2018,through September 30,2019,for fiscal year 2019; WHEREAS, the COUNTY enjoys broad Home Rule Powers, which include the authority to enter into agreements to enhance economic development within Collier County; c�"1 10B WHEREAS, Section 125.045,Florida Statutes(County economic development powers) provides,in part,as follows: "(1) The Legislature finds and declares that this state faces increasing competition from other states and other countries for the location and retention of private enterprises within its borders. Furthermore,the Legislature finds that there is a need to enhance and expand economic activity in the counties of this state by attracting and retaining manufacturing development,business enterprise management, and other activities conducive to economic promotion, in order to provide a stronger, more balanced, and stable economy in the state; to enhance and preserve purchasing power and employment opportunities for the residents of this state; and to improve the welfare and competitive position of the state. The Legislature declares that it is necessary and in the public interest to facilitate the growth and creation of business enterprises in the counties of the state. (2) The governing body of a county may expend public funds to attract and retain business enterprises,and the use of public funds toward the achievement of such economic development goals constitutes a public purpose. The provisions of this chapter which confer powers and duties on the governing body of a county, including any powers not specifically prohibited by law which can be exercised by the governing body of a county,must be liberally construed in order to effectively carry out the purposes of this section. (3) For the purposes of this section, it constitutes a public purpose to expend public funds for economic development activities,including,but not limited to, developing or improving local infrastructure, issuing bonds to finance or refinance the cost of capital projects for industrial or manufacturing plants, leasing or conveying realproperty, 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 has adopted an Accelerator Project with the specific purpose of diversifying the economy and enhancing the employment opportunities and careers of Collier County citizens. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein,and other good and valuable consideration,the COUNTY and Ell 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," Ca 10B 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 staffs ability to authorize payment for measurable services performed by Ell. Exhibit "G," which is incorporated herein by this reference, defines the broader COUNTY economic development relationship with Ell,which will be reviewed and monitored by COUNTY staff. Exhibit H,which is incorporated herein by this reference,defines the roles and responsibilities of the Fiscal Agent. ARTICLE II TERM OF AGREEMENT This Agreement shall be effective upon execution by both parties and shall cover services provided from October 1,2018,until September 30,2019,unless otherwise terminated in accordance with this Agreement or extended by mutual Agreement of the parties. ARTICLE III CONSIDERATION AND LIMITATION For its performance of the Deliverables in Exhibit A of this Agreement,Ell will receive funds from the COUNTY in the amount of Six Hundred Thousand Dollars($600,000). ARTICLE IV PAYMENT AND REPORTING REOUIREMENTS It is intended that the"Personnel Costs,"as delineated on Exhibit B 1,are to be construed to ensure maintenance of staffing requirements to include,payment for leased employees and independent contractors. Funding shall also include salaries, hourly wages, holiday pay, vacation and paid time off,dental,vision and health benefits,payroll taxes,cell-phone service allowance up to fifty dollars per month, Worker's Compensation coverage, matching 401K contributions up to 5%, service fees associated with third-party payroll service providers and employment agencies shall be on a cost-reimbursement methodology for actual eligible expenditures. Upon Ell's written request, the County Manager may change job titles and compensation,not to exceed 10 percent per position and report said action to the Board. Rent,as delineated on Exhibit Bl ,for 3510 Kraft Road, Suite 200,Naples,FL 34105, shall be paid directly by the County. Equipment and facility, as delineated on Exhibit B 1, may include,but are not limited to, culinary utensils, equipment, pots, pans, kitchen items, materials, office furniture, technology,labels and printers,lab equipment and items used in the laboratory,automated entry system, software, signage and facility improvements at the Florida Culinary Accelerator @ Immokalee. 0 10B Actual expenditures eligible as a basis for reimbursement can and shall include Personnel Costs for Ell personnel performing services described in Exhibit "A",rent for 3510 Kraft Road, Suite 200, Naples, FL 34105, and equipment and facility expenses. Eli 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, beginning October 1,2018. All payment requests shall be submitted in accordance with COUNTY procedures and in a form acceptable to the COUNTY and Ell,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 apart hereof. All payment requests by Ell to the COUNTY shall be submitted with a completed Program Performance Report,Exhibit"C"and Exhibit"D"Payment Record Chart in a form acceptable to the COUNTY and Ell,as generally outlined and set forth in Exhibit"C," attached hereto and by reference made a part hereof. Payments to Ell will be made as soon as possible,but in all circumstances within forty- five(45)days of the date of the requests,in compliance with the Florida Prompt Payment Act. If the COUNTY determines through its inspection or review that Ell has performed, or is performing less than the total agreed upon services,then the COUNTY shall notify Ell in writing specifying those services that it alleges have not been performed or fully performed and Ell 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. 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 (Exhibit"C") at least monthly and a year-end analysis, and any other required reports shall be submitted before October 15, 2019, or earlier termination of this Agreement,or as provided otherwise elsewhere in this Agreement or Exhibits.If Ell 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,however the County Manager or his designee may enlarge said reporting periods or deadlines as necessary. ARTICLE V MAINTENANCE OF RECORDS Ell shall maintain such financial records and accounts, including invoices, purchase orders and backup materials or documents that 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. 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 fmancial records or ! 0B matters covered by this Agreement.At the COUNTY's request,a COUNTY representative may review the Business Income and Private Contributions records.Ell also shall provide timely and reasonable access to Ell's Chairman of the Board, or his designee, 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 of the COUNTY's Grant Agreement, SL007, with the Florida Department of Economic Opportunity ("DEO"), when an audit report is issued, or five (5) State of Florida fiscal years after all reporting requirements are satisfied between the 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 the expiration of the controlling records retention period,as identified above,and the COUNTY has provided notice to Ell of such action, the records shall be retained until completion of the action and resolution of all issues that arise from it,or until the end of the controlling period,as identified above,whichever is longer. Ell shall also: I. 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 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 compatible with the information technology systems of the public agency. 1013 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East,Suite 102 Naples, FL 34112-5746 Telephone: (239)252-8383 ARTICLE VI INDEMNIFICATION To the extent allowed by Florida law, 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 Ell in its activity as the Administrative Entity of the Project pursuant to this Agreement.Ell's undertaking pursuant to this Article does not constitute the COUNTY's consent or waiver of sovereign immunity or consent to be sued by third parties. To the extent allowed by Florida law, COUNTY shall indemnify,defend, and hold Ell harmless from all claims, suits,judgments or damages to the extent the same arise from the negligence or intentional misconduct of COUNTY. COUNTY's undertaking pursuant to this Article does not constitute waiver of sovereign immunity or consent to be sued by third parties. The Accelerator Project is an important catalyst for economic diversification, job creation and capital investment in COUNTY's economic development ecosystem. However, obtaining and providing resources to entrepreneurs creates risks for the Accelerator Project.The management of the Accelerator Project has been placed upon Ell under this Agreement. Ell's management of the Accelerator Project's risks is an integral part of this Agreement. Ell agrees to manage risks resulting from the Accelerator Project operations through oversight, by obtaining a liability insurance policy approved by COUNTY, and utilizing participant forms approved by the COUNTY,which requires participants to assume the liability and risk related to their participation in the Accelerator Project's facilities, equipment,resources and materials. Ell shall require all participants of the Florida Culinary Accelerator@ Immokalee to operate in accordance with all state, local and federal statutes, regulations and food safety requirements and to indemnify the COUNTY in the same manner provided herein above. ARTICLE VII TERMINATION Termination at Will:This Agreement may be terminated at will by either party by giving a minimum of thirty (30) days'prior written notice of such intent, specifying the effective date thereof to the other party. t3 108 Termination for Default: Each of the parties hereto shall give the other party written notice of default hereunder and shall allow the defaulting party no fewer than five(5)days from the date of receipt of such default notice to cure said default,or the minimum amount of time as provided elsewhere in this Agreement, whichever is longer. In the event the defaulting party fails to timely cure the default, the non-defaulting party may terminate this Agreement by written notice to the defaulting party. Upon termination all nonexpendable property, purchased under this Agreement using Project Funds, shall be returned to COUNTY. The aforesaid termination notices, as well as all other notices required herein, shall be considered received by 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 EOUAL OPPORTUNITY CLAUSE Ell agrees to abide by the provisions contained in Collier County CMA #5383, as amended. ARTICLE IX STATEMENT OF ASSURANCE During the performance of this Agreement, Ell assures the COUNTY that Ell 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 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 Ell' s employees or applicants for employment. Further, Ell assures the COUNTY of Ell's 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) 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 Ell shall, procure and maintain throughout the period of this Agreement on behalf of itself and COUNTY, a policy of insurance that shall be approved by the COUNTY and that is consistent with Exhibit "E." County Manager or designee is authorized to update the insurance r � iOB .., requirements, as needed, and must subsequently provide a report to the BCC of the updates granted. All insurance shall be obtained from responsible companies duly authorized to do business in the State of Florida. All liability policies shall provide that the 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 the COUNTY of any cancellation, intent not to renew,or reduction in the policy coverage. Eli shall provide the COUNTY with a Certificate of Insurance that documents such coverage within thirty (30) days of execution of the Agreement by the 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, or engage in any business transaction or professional activity, or incur any obligation of any nature that would conflict in any manner with the performance of service required hereunder. ARTICLE XII DRUG FREE WORKPLACE Ell shall administer, in good faith, a policy designed to ensure that Ell'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 Ell is providing services funded by the U.S. 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 Ell shall comply with the requirements of all federal,state, and local laws,rules,codes, ordinances and regulations pertaining to this Agreement. �J�o 1OB ARTICLE XV ASSIGNMENT Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. ARTICLE XVI HEADINGS Article headings have been included in this Agreement solely for the purpose of convenience and shall not affect the interpretation of any of the terms of this Agreement. ARTICLE XVII WAIVER A waiver of any performance or default by either party shall not be construed to be a continuing waiver of other defaults or non-performance of the same provision or operate as a waiver of any subsequent default or non-performance of any of the same terms, covenants,and conditions of this Agreement.The payment or acceptance of funds for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. ARTICLE XVIII ADDITIONAL RIGHTS AND REMEDIES Nothing contained herein shall be construed as a limitation on such other rights and remedies available to the parties at law, or in equity, that 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. I i lOB ARTICLE XXI PROJECT PUBLICITY Any news release pertaining to the services performed by Ell pursuant to this Agreement must recognize the contribution of the BCC as a funding source.As a not-for-profit corporation that receives public funding or non-monetary contributions through the COUNTY, Ell 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 Ell ' s efforts, and particularly those projects induced with COUNTY funded financial incentives or other contributions, will be planned in cooperation with the COUNTY's Office of Business & Economic Development and Communications Departments for purposes of coordinating the COUNTY's official COUNTY protocol and public recognition.Prior notification to the two departments for such events will be no less than 15 working days whenever possible or practicable,and potential prospects will be made aware of the COUNTY's publicity protocol before final inducement with any incentive packages or contributions. ARTICLE XXII SURVIVABILITY Any term,condition,covenant or obligation which requires performance by either party subsequent to termination of this Agreement shall remain enforceable against such party subsequent to such termination. ARTICLE XXIII THIRD PARTY BENEFICIARIES This Agreement is for the benefit of the COUNTY and Ell.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 Ell shall not engage,participate or intervene in any form of political campaign on behalf of,or in opposition to,any candidate for political office. lOB ARTICLE XXV MERGER•MODIFICATIONS i I i 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 Ell. Similarly, no contract that purports to affect the terms of this Agreement shall be valid,unless in writing and executed by the COUNTY and Ell. 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 If to El1: Leo Ochs, County Manager,Collier County Jennifer Pellechio 3299 Tamiami Trail East, Ste.201 3510 Kraft Road, Suite 200 Naples,FL 34104 Naples,FL 34105 With a courtesy copy,not itself notice, to:P. Christopher Wegner Wegner Law PLLC 3510 Kraft Road, Suite 200 Naples,FL 34105 ARTICLE XXVII BUSINESS INCOME The Accelerator Project is expected to generate Business Income, which includes, income from service fees,rental fees,usage fees and other miscellaneous revenue generated by 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 Ell for 10B purposes determined by Ell without Board of County Commissioner approval. Private contributions and matching expenses must be maintained separately from 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 Ell within the Accelerator Project. Business income is considered unrestricted funds and will be used for program cash flow or allowable program costs as detailed in the budget and Article IV.The use of business income will require a budget, which shall be reviewed quarterly and approved by the Executive Committee of Ell's Board of Directors, and will be approved by the County Manager or his designee. Travel allowance or reimbursements shall be paid by Ell. Rent for 170 Airpark Blvd., #103, Immokalee, Florida 34142,shall be paid by Ell.At the termination of this Agreement,any unspent Business Income and private contributions will be returned to the County or Ell's successor. The establishment of an organization that maximizes business income to leverage the County's financial commitment is paramount to the relationship created by 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 as it is required or carried forward to the Project's next fiscal year. Ell's establishment of a Reserve Fund to meet its future cash flow and capital requirements is authorized. Ell's Board of Directors' Executive Committee shall approve quarterly reports that account 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 Ell's progress toward the budgeted amount identified on Exhibit B 1. The Fiscal Agent is authorized to seek BCC approval of an adjusted budget, revenue and expense, in response to revenue shortfalls that are 70 percent of the quarterly targeted revenue budget calculated by dividing the Business Income and the private contributions budget delineated in Exhibit Bl by 4(fiscal-year quarters). The USDA Rural Business Development Grant("RBDG")used to purchase equipment at the Florida Culinary Accelerator @ Immokalee requires that a percentage of business income generated from grant-funded equipment be used to create an equipment maintenance fund.Ell agrees to account for and segregate the percentage allocated from business income for the equipment maintenance fund and to submit these funds to the COUNTY monthly. ARTICLE XXVIII SUBCONTRACTS Ell shall be responsible for all work performed and all expenses incurred for the Project subject to reimbursement. 10B (a) Ell may,as appropriate and in compliance with applicable laws,subcontract the delivery of the services for the Project,provided,however,that Ell 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 Ell executes for the Project shall include provisions whereby Ell and the subcontractor agree to abide by all local,state and federal laws and indemnify and hold harmless the COUNTY. ARTICLE XXIX BUDGET MODIFICATION Modifications of the Ell Budget(Exhibit B)may only be made if approved in advance by the County Manager or his designee and if such modification to the Ell Budget(Exhibit B) exceeds Fifty Thousand Dollars then it will require an Agreement amendment approved by the Board of County Commissioners. ARTICLE XXX PROCUREMENT POLICY Ell shall provide the COUNTY with its approved procurement policy, which Ell will maintain in compliance with its grantor agencies. SIGNATURE PAGE TO FOLLOW REMAINDER OF PAGE INTENTIONAL LEFT BLANK. 4S0 10B IN WITNESS WHEREOF, this Agreement was dated on the day and year first written above. ATTEST: BOARD OF C 4 T COMMIS • E'S CRYSTAL,K.KINZEL CLERK COLLIER . , FLORID (" /T Ale By: / imuff► By: L i Attest as to Chairman's DEP 111".-- NDY SOLIS,CHAIRMAN signature only. , I Approval for form and legality: Jennifer A. Belpedio Assistant County Attorne cs4,0P ` ECONOMIC INCUBATORS,INC. By: Signature '-',Q,e azaskoessoJ d4.4.i s Print Name and Title l0B EXHIBIT A SCOPE OF SERVICE ORGANIZATION: Economic Incubators,Inc. PROJECT:Naples Accelerator&Florida Culinary Accelerator @ Immokalee OBJECTIVE: Project Administration Performance Criteria Ell shall only provide the supporting documentation identified herein below to substantiate the following activities/accomplishments for reimbursement: Deliverable 1: Maintain staff which shall be comprised of a Chief Operating Officer, Business Specialist, Culinary Program Manager, Culinary Business Development Manager, and Facility Maintenance Specialist, based on the FYI9 Compensation detail model included with this Agreement. Progress and completion of this deliverable will be evidenced by providing the COUNTY with a Request for Payment Form, and Payment Record, Exhibit C,Exhibit D which includes payroll reports and bank transaction report. Deliverable 2: Administer the Project as evidenced by generating and providing the COUNTY with a cover letter prepared monthly by Ell's bookkeeper that identifies overall positive and negative financial conditions. Ell's bookkeeper also will provide accurate monthly financial statements, including a monthly and year-to-date Statement of Activity, monthly Statement of Financial Position, General Ledger (GL), Statement of Cash Flows, aging reports for Accounts Receivable (AR),Accounts Payable (AP), and bank statements. Monthly & Quarterly financials are to be submitted by the 30th of the following month. Deliverable 3: Demonstrate utilization of accelerator program assets as evidenced by providing executed Participant User Agreements (PUAs) quarterly. The Naples Accelerator shall meet the budgeted revenue targets as identified in Exhibit B. In addition to the monthly report required by Deliverable 4, a quarterly report of progress toward meeting the annual revenue target shall be submitted to the COUNTY. Deliverable 4: Monitor and report progress towards meeting revenue goals as evidenced by providing a report that compares estimated revenues with actuals and an updated annual projection by the 30th of the following month. Deliverable 5: Prepare and submit an updated draft business plan for the Accelerator Project. A draft for review and comment will be provided to Fiscal Agent by December 31 ,2018,with the final updated business plan to be submitted no later than one week before the Board's second meeting of January,2019. Deliverable 6:Timely submit IRS Form 990 Return of Organization Exempt from Income Tax to the IRS with a copy to the COUNTY within one week of filing with the IRS. 1 1013 Deliverable 7: Provide a quarterly report of accomplishments to the COUNTY with an biannual report prepared for the BCC and an annual accomplishment report in compliance with Section 123.045(4),F.S.to COUNTY on an annual basis within forty-five(45)days of the end of the term of this agreement. Deliverable 8: Ell shall provide the COUNTY with its FY 2019 fundraising plan, by March 1, 2019,which contemplates achievement of the budgeted annual private contributions. Deliverable 9: Maintain a search-engine optimized website which identifies the relationship with the COUNTY created by this agreement,and monitor analytic reports on its usage,as evidenced by the submission of quarterly analytic reports. II, lOB Econontk Incubators Ing. 1019 Budget&RevenueReuss Ran lndKi1tt W4 Of Melte ConoreuUai KARS 1 , FY 2019 Budget ( 017110166dp I s-- • w t.,,:: ) O.a.en m1w..d►1}w,e GnmOwNsw(olber Nous M•mbenkryWieess h4rwe OVPVOTN S 741368 S 40.768 $ 5341 $ • S 67.110 FMK hw.,wM..4...41. 61.0.UOT11 61.068 IS. • I10.e0e hews4/Kre. 5V/7/OT71 Ow.0...m0a ws/w+•.MO.aw+mNW.awwws IS<::Bawl I Is:....67681 I$''-`5.1461 (s.:,,i;:>r.:,l p::A...;1731I Morena hr DrabdA A.s.ate OVSVOON 15168! 141y • • (1470) kcal GTN 6 " '�' s + - •r:�::::::,::: ,t Iss:::;:::::::.1 ' No SMARM49114Prissu fm.0•010 .d..S•oe. S -'787741 -- : `"z:=`:".E ` )04.710 h bivOw oo RMetons • Cam,Comma Ildwagoono CC • 1!0,146 • /76,576 400.444 Ceopeseeth.ON!Woe(350teap1•yes/osrdi CC • 666 • 600 1706 Gw,14.a Pay104w1 CC 7/10.116 • 107.60 Odor OMratIVII•iK4TG..(Gila Ewws% oe • - • - Cooly k line lLdO.ie MOWN KJ711 .--' • KOOK w.,Ana rpm r---1 Rwm68 k:....:_, I; .3 Cold!moor 0•.4 w•m• GwPeweww so/6aMO OgWOVOTN • 170,168 • 170.574 400.444 WnMmOen GO Photo 071646VOTN • 000 • 468 1.706 hal,vow p51rw0 Rood) c41Vl6/070 147,61! - 101.p6 P,�G4Nwt4.l.a1 Lwow C7401•110131 I MO El' 1 raMia1 - Baine/6Ne WM ae hold bosom p flhI6eeY SW $VPVOTN UM • 3,141 14.4 Nord MOWN • lUll 4017 57.003 Prehsrwl Seim IS..Dana Tab) 601/0111 76100 71,000 IU47nin(GIg4..wArenwtpa.WMYe.) SUNNIM *400 14.000 51.168 fwwaaMSeNm 141.0A40.1.e..na Mod 6V31/0711 &10 000 • • 1L400 G*P•0•fides o Wool 10100T11 1000 WO 111168 ewe..SpoowshiP 61/13A7111 15.000 15A68 • - 10100 IKON Show t/sOPThw 1611} 110100711 1681 4.681 076o tool* 700 b.mwe loom 101//0711 70 0 044* - 0 10.10 ',.. G/ia/Maimlo•wss 010V0TN 1106 1.700 4100 1111041 1011/054 - • 5,44 Lao A144114MAntoWlw 60110711 0068 1]00 • 10.04 MOOOhK/AMN1hlg OVP4101n 1004 51100 • • 24100 7040.01.40eO loom 0100070 5.000 0600 Oulfer 0681 SIMATII 7.400 4300 6.661 Limon sod Pools OV1001N • 1.200 368 • 1.510 00tl•SOW160w 11100111 500 300 mo OstlSadOOueps 5*1 04 • 110 Ka 410 a110.d 1•40.*l•1 revs 461.1/001 5,400 5.600 6..40/144e, 0001/0111 1.106 300 Adtaissal Cosapematie.N 44 -Oa.Oa ws 6. 415*. Aoe.466a... turvoTn - 11 = tit, I'1 4u.lj 1 (}s 14pA�f TeW416w.yG6...w rir5 'I 4f,=.7NOLR:1 kti l Orm.o Su1M/(0tOd0 I gC Dil ® VA2 = 6144dowso Mbar. 1anM ilstl SS.ON 2317 BOB Amara 104.1.0681 151.1641 11377) 14173 Ompool O.nlswre 0/71/0511 IMAM 1107.61$ 116} (150.175) A16a4d0wwl•6Mt10i111wew. ® IS'- I's>=_:e:=-'•is•.J Nom i OcVOM-0.1iK7mn•OtJlrhadmiltna.5ww6mngGrSums CC.holisSlimegallkato0,000.431 IrinM.K 0/M/M ZMPM Pass Yl lOB EXHIBIT B1 Project Budget of County Funding FY 2019 ORGANIZATION: Economic Incubators,Inc. PROJECT:Naples Accelerator&Florida Culinary Accelerator @ Immokalee Budget Category Uses Notes Project Budget County • Funding FY 2019 Compensation $394,971 Cell Phones for Business $1,200 Rent(3510 Kraft Road,Suite $203,829 200,Naples,FL 34105) Equipment&Facility(Florida Culinary Accelerator Immokalee) $0 Total County Funding $600,000 i0B Exhibit 62 Economic Incubators Inc. FY 2019 Compensation Budget Fiscal Year En ding September 30,2019 .` . i ill. - .dal r " At111uaLAttaYrtif:i4tldO '_:.... i 410 . r. Current Salary Annual ; - a s� s ot '• Primary Hire Salary Increase Salary ::' �0 4` -rf:73 . Location Date FY 2018 FY 2019 FY 2019 President/CEO(Vacant) Naples TBD - 2.0% - Chief Operating Officer Naples 6/1/16 92,610 2.0% 94,462 Business Specialist Naples 10/1/15 41,160 2.0% 41,983 Total Naples $ 133,770 $ 236,445 (I' - . .a�._."0)mac';_' Culinary Business Development Manager immalalee 2/1/18 63,889 G 1.9% 64,733 Culinary Prcgram Manager Immolaelee 2/1/18 78,000 1,3% 79,030 Facilities Maintenance Specialist Immokalee 3/1/18 40,000 1.2% 40,467 Totallmmakalee 181,889 $ 184,230 Grand Total $ 315,6S9 $ 320,675 rye'. ''il tirisantaa 3 'i7. Naples 33,443 34,111 Immolalee 45,472 46,058 Total $ 78,915 $ 80,169 Naples 167,213 170,556 Immalalee 227,361 230,288 Total Compensation $ 394,574 $ 400,844 Naples 167,213 164,683 Immokalee 227,361 230,288_ Total Compensation _ $ 394,574 $ 394,971 [r(1)Prorated based onhhedateto9/30/18. i08 Exhibit B3.1 Naples Accelerator Revenue Assumptions FY 2019 Budget Naples Accelerator Co-Working Space Rentable Units 25 Potential Revenue Year/Month $ 37,500 Occupancy Rate 50.0% Total Gross Revenue $ 18,756 Rent Promotion Discount 0.0% Total Co-Working Space,Net Dedicated Desk Rentable Units 6 Potential Revenue Year/Month $ 18,000 Occupancy Rate 40.0% Total Gross Revenue $ 7,200 Rent Promotion Discount 0.0% Total Co-Working Space,Net ! Half Office Rentable Units 20 Potential Revenue Year/Month $ 144,000 Occupancy Rate 40.0% Total Gross Revenue $ 57,600 Rent Promotion Discount 0.0% Total Half Office, Net qPolg Full Office Rentable Units 6 Potential Revenue Year/Month $ 66,600 Occupancy Rate 40.0% Total Gross Revenue $ 26,640 Rent Promotion Discount 0.0% Total Full Office, Net '' ' Double Office Rentable Units 2 Potential Revenue Year $ 42,000 Occupancy Rate 50.0% Total Gross Revenue $ 21,000 Rent Promotion Discount 0.0% Total Double Office,Net `: oo Net Revenue Co-Working Space $ 18,756 Virtual&Reserved 7,200 Half Office 57,600 Full Office 26,640 Double Office 21,000 Total Net Revenue 8$ 108 Exhibit B3.2 Immokalee Accelerator Revenue Assumptions FY 2019 Budget Immokalee Stations: 4 Hours Per Day 8 Work Days Per Month/Year 255 Total Potential Billable Hours 3,392 Starting Hourly Rate $ 25.00 Price increase 0.0% Hourly Rate $ 25.00 Potential Revenue Month/Year $ 204,000 Occupancy Rate 24.6% Total Stations s Storage Rental Income: Storage Units 5 Starting Monthly Rental $ 40.00 Price Increase 0.0% Monthly Rate $ 40.00 Potential Revenue Month/Year $ 2,400 Occupancy Rate 31.7% Total Cold Storage � .- Cold Storage Rental Income: Storage Units 8 Starting Monthly Rental $ 220.00 Price Increase 0.0% Monthly Rate $ 220.00 Potential Revenue Month/Year $ 20,960 Occupancy Rate 30.0% Total Cold Storage k8 '88 University of Florida Food Lab: Number Studies 24 Price Per Study $ 150 Total Revenue _ -- _ , So; Total Immokalee Revenue Printed 8/24/18 7:47 AM Page 1/1 , ti toe EXHIBIT C PERFORMANCE REPORT ORGANIZATION: Economic Incubators,Inc. PROJECT: Naples Accelerator&Florida Culinary Accelerator @ Immokalee REPORT PERIOD THROUGH 1. ACCOMPLISHMENTS: Deliverables and Supporting Documentation Deliverable 1:Maintain staff which shall be comprised of a Chief Operating Officer,Business Specialist, Culinary Program Manager, Culinary Business Development Manager, and Facility Maintenance Specialist,based on the FYI9 Compensation detail model included with this Agreement. Progress and completion of this deliverable will be evidenced by providing the COUNTY with a Request for Payment Form,and Payment Record,Exhibit C,Exhibit D which includes payroll reports and bank transaction report. Deliverable 2: Administer the Project as evidenced by generating and providing the COUNTY with a cover letter prepared monthly by Ell's bookkeeper that identifies overall positive and negative financial conditions. Ell's bookkeeper also will provide accurate monthly financial statements, including a monthly and year-to-date Statement of Activity, monthly Statement of Financial Position, General Ledger (GL), Statement of Cash Flows, aging reports for Accounts Receivable (AR), Accounts Payable (AP), and bank statements. Monthly & Quarterly financials are to be submitted by the 30th of the following month. Deliverable 3: Demonstrate utilization of accelerator program assets as evidenced by providing executed Participant User Agreements (PUAs) quarterly. The Naples Accelerator shall meet the budgeted revenue targets as identified in Exhibit B. In addition to the monthly report required by Deliverable 4, a quarterly report of progress toward meeting the annual revenue target shall be submitted to the COUNTY. Deliverable 4: Monitor and report progress towards meeting revenue goals as evidenced by providing a report that compares estimated revenues with actuals and an updated annual projection by the 30th of the following month. Deliverable 5:Prepare and submit an updated draft business plan for the Accelerator Project. A draft for review and comment will be provided to Fiscal Agent by December 31 , 2018, with the final updated business plan to be submitted no later than one week before the Board's second meeting of January,2019. 10B Deliverable 6: Timely submit IRS Form 990 Return of Organization Exempt from Income Tax to the IRS with a copy to the COUNTY within one week of filing with the IRS. Deliverable 7: Provide a quarterly report of accomplishments to the COUNTY with an biannual report prepared for the BCC and an annual accomplishment report in compliance with Section 123.045(4),F.S. to COUNTY on an annual basis within forty-five(45) days of the end of the term of this agreement. Deliverable 8: Ell shall provide the COUNTY with its FY 2019 fundraising plan, by March 1,2019,which contemplates achievement of the budgeted annual private contributions. Deliverable 9: Maintain a search-engine optimized website which identifies the relationship with the COUNTY created by this agreement, and monitor analytic reports on its usage, as evidenced by the submission of quarterly analytic reports. 11. PROBLEMS ENCOUNTERED: I � !08 EXHIBIT D(Sample) PAYMENT RECORD CHART FOR Ell AGREEMENT Budget Approved Current Amounts Reimbursement YTD Remaining Categories Budget Request Requested Submission Request Balance but not Date reimbursed 108 EXHIBIT E INSURANCE REQUIREMENTS Ell's Liability Insurance: Ell 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;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 claims for injury to or destruction of tangible property, including loss of use resulting therefrom,any or all of which may arise out of or result from Ell's operations under the Agreement,whether such operations be by Ell or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable.This insurance shall be written for not less than any limits of liability specified in the Agreement or required by law,whichever is greater,and shall include contractual liability insurance.Ell will file with COUNTY a certificate of such insurance,acceptable to the COUNTY. These certificates shall contain a provision for cancellation as found in Paragraph 5 of Section B immediately below. Insurance Required: A. General Ell shall procure and maintain insurance of the types and to the limits specified in paragraphs B(l) through (4) below. All insurance policies under this Agreement shall include the COUNTY, its officers and employees as an additional insured. Ell's coverage shall be primary to the County's policy.All policies shall provide for separation of insured's interests,such that the insurance afforded applies separately to each insured against whom a claim is made or a suit is brought. B. Coverage Ell shall procure and maintain in force during the life of this Agreement the following types of insurance coverages written on standard forms and placed with insurance carriers approved by the Insurance Department of the State of Florida.The amounts and type of insurance shall conform to the following requirements: 1. Workers'Compensation-Ell shall procure and shall maintain during the life of this Agreement the appropriate types of Workers'Compensation Insurance for all its employees engaged in work under this Agreement,in accordance with Section 440,Florida Statutes.If any class of employee engaged in hazardous work under this Agreement is not protected under the Workers'Compensation statute, Ell shall provide employer's liability insurance for all said employees. } 1 0 B EXHIBIT E(CONTINUED) Employer's Liability Limit each accident Not Applicable(N/A) Limit disease aggregate N/A Limit disease each employee N/A 2. Commercial General Liability-Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy filed by the Insurance Service office,with limits of not less than those listed below,and must include: General Aggregate/Bodily Injury/Property Damage $1, Products and completed operations N/A Personal and advertising injury N/A Each occurrence 1,000,000 Fire damage(any one fire) N/A 3. Business Automobile Liabili ty- If Ell owns an automobile,coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy filed by the Insurance Service office,with limits not less than those listed below,and must include: Business Auto,hired and non-owned vehicles$500,000. 4. Professional Liability:$N/A per claim 5. Certificate of Insurance and Copies of Policies-Certificates of Insurance will be furnished by Ell that evidence the insurance coverage specified in the previous paragraphs B(1)through(4)inclusive, and upon request of the COUNTY, certified copies of the policies required shall be filed with the Insurance Claims and Management Department of the 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 not renewed before the stated expiration date thereof,insurer will not cancel same until up to thirty(30)days after 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. ion 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)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, r,,j GTO lOB 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. 0 1 0 B EXHIBIT G ROLE AND RESPONSIBILITIES OF ADMINISTRATIVE ENTITY The following are delineated for purposes of aligning the respective roles and responsibilities of the parties. Under no circumstances will these items be considered part of the Scope of Services or Deliverables as prerequisites for reimbursement, however, the Fiscal Agent is authorized to seek BCC approval of an adjustment to Ell's budget or responsibilities should Ell fail to fulfill its role and complete the responsibilities delineated below: Ell staff shall perform quarterly reviews of Accelerator Project participant job creation or capital expenditure or venture investment plans. Ell shall require attestations and supporting documentation showing job creation and capital expenditure or venture investment by participants. The COUNTY will provide the form of attestation and list of acceptable supporting documentation.Providing attestations and supporting documentation will be required for participants in the Accelerator Project and advised of this requirement before approval to participate in the Accelerator Project. Ell shall have the following responsibilities related to attestations and supporting documentation: 1)insure that participant's agreements clearly articulate the participant's duties to provide job-creation and investment data, attestations and supporting documents; 2) in coordination with the COUNTY, meet quarterly with participants to gather job-creation or capital expenditure or venture investment plans,attestations and supporting documentation; 3)timely submit a quarterly report, attestations and supporting documentation on a form provided by the COUNTY(sample attached). Ell shall achieve and maintain tax-exempt status as a Florida not-for-profit and IRS 501(c)(3). Ell will maintain good standing with the Florida Secretary of State and corporate formalities under Florida law. The Board of Directors of Ell(serving as the Administrative Entity)shall exercise executive oversight over the Project. Ell, as the Administrative Entity, would provide all required administrative support and management functions collaboratively with the staff, who would generally be responsible for: managing operations; implementation of the Business Plan;providing Project services; and maintaining compliance with grant requirements. Ell shall account for the business income from the Florida Culinary Accelerator@ Immokalee. Equipment for the Florida Culinary Accelerator @ Immokalee was funded by a USDA grant. Ell will retain a percentage of business income,set aside for equipment maintenance,generated from the Florida Culinary Accelerator@ Immokalee and the set aside for equipment maintenance,shall be remitted monthly to Fiscal Agent,consistent with the USDA grant requirements for equipment maintenance.The assets purchased by the USDA grant shall be used for the RBDG's stated purposes only. Upon request by the County Manager or his designee,Ell's accountant shall provide a quarterly report of actual-to-budget that identifies budget variances exceeding 10 percent,and their contributing factors. Ell will maintain an inventory of capital and non-capital equipment and will provide the inventory when requested by the County Manager or his designee. 10 EXHIBIT H ROLE AND RESPONSIBILITIES OF THE FISCAL AGENT The COUNTY, as a public entity,has responsibilities for funds received by it from State or Federal sources and for funds dedicated by the 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 the Administrative Entity based on EH's proposed budget. In the event that the Administrative Entity commits resources or enters into a contract and the Administrative Entity' s proposed budget or the approved budget has that line item removed or reduced,then the 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 the Administrative Agent for the negative fiscal event. The Fiscal Agent shall propound the audit requirements for the Agreement. 0 10B SAMPLE Collier County Board of Commissioners Department of Economic Development COLLIER COUNTY SOFT LANDING ACCELERATOR Progress Report: Contract No.:SLOO7 Contract Term: July 1,2014—June 30, 2019 Reporting Requirements: This report is submitted in accordance with the terms and conditions of the SLOO7 State of Florida Department of Economic Opportunity Grant Agreement,as detailed in Attachment 1(2)(f)of the agreement. Project Description:(Full description found within Attachment 1.1 Scope of Work) This project is for the establishment of a soft-landing Accelerator Network,initially consisting of two Collier County Accelerators one located in Western Collier County,that will provide expertise to assist burgeoning international and domestic businesses with budgeting,business plan development,formulation of marketing plans and strategies,venture funding,and distribution logistics;and an agribusiness-focused,culinary food accelerator located in Eastern Collier County equipped with commercial kitchen equipment,food-product development and testing equipment,cold food storage,and loading docks, meeting all FDA,USDA and state applicable requirements). Positive Return of Benefits:(Full description found within Attachment 1.2.g) The return on benefits has been met and progress continues,with the contract term ending June 30,2019. Item Item Progress for the Period: I. The number and types of companies recruited to Florida that have created high-value employment opportunities Ii. The amount of foreign-direct investment generated by the project; iii. The amount and types of export opportunities realized by Florida companies iv. The number of entrepreneurs who stay in the region and build their own businesses as a direct result of accelerator activities v. Progress made toward completion of the return of benefits described in The return on benefits has been met and progress continues,with the Exhibit A to this Scope of Work. contract term ending June 30,2019. 10B STATE OF FLORIDA ) REPORTING PERIOD: COUNTY OF COLLIER ) ATTESTATION Accelerator participant name(full registered business name): I,the undersigned,being first duly sworn,do hereby state that the following facts are true: 1. 1 am over the age of 18. 2. I have personal knowledge of the facts herein. 3. Capital Expenditures. ❑ There have been no changes since the last reporting period. To the best of my knowledge,information and belief,my business had$ in capital expenditures for this period. This amount is represented on the documents listed below,which I have attached.A purchase qualifies as a capital expenditure if it has all of the following: a)the participant/accelerator affiliate entity owns or controls the asset,which has a measurable future economic value;b)the asset has an estimated useful life of greater than 12 months;c)the asset is not used for resale directly to participant/accelerator affiliated entity's customers;and d)the asset is not purchased for inventory to be used in production of the participant/accelerator affiliated entity's products.This amount is represented on Form 4562 and the balance sheet. IRS Form 4562 and balance sheet attached. 4. Venture Investment. ❑ There have been no changes since the last reporting period. To the best of my knowledge,information and belief,my business had$ in venture investment for this period. This amount is represented on the documents listed below,which I have attached: Subscription agreements that represent venture investment.Provide the cover page,showing amounts and parties of an agreement,with the signature page(other pages are not necessary);and Canceled checks or proof of wire transfer for funds received(account numbers redacted/blacked out);and Bank account statements(account numbers redacted/blacked out). 5. Jobs. ❑ There have been no changes since the last reporting period. To the best of my knowledge,information and belief,my business created or maintained Florida-based job(s),including my own,at ANY time for this period.I have attached a list of individuals and their dates of service/work. These jobs and job-year equivalents can be identified on the attached documents: FL UCT 6 Form(redact/black out Social Security numbers and amounts,but NOT the employer's EIN or employer's name);or Form 1099,Miscellaneous Income&Independent Contractors, if you use independent contractors(redact/black out Social Security numbers and amounts,but NOT the employer's EN or employer's name);or Schedule K-1, Partner's Share of Income, Deductions, Credits, etc., (redact/black out Social Security numbers and amounts,but NOT the employer's EN or employer's name). .1-.0. 8 PV.14re. c ail cm , e4A eima4 Joint-Venture agreements that identify Florida-based jobs arising from joint-i 1 � the agreement needs to be provided to identify the parties involved and the number of jobs). s vl( ll�; . 6.Foreign-Direct Investment. 0 There have been no changes since the last reporting period. To the best of my knowledge, information and belief,my business took advantage of instances of foreign-direct investment totaling$ for this period.Please provide documents to substantiate this. 7.Export Opportunities. ❑ There have been no changes since the last reporting period. To the best of my knowledge, information and belief,my business took advantage of- export opportunities totaling$ for this period. Please provide documents to substantiate this. The undersigned certifies the information provided in this attestation are true to the best of my knowledge. Dated: Company principal Sworn to or affirmed and signed before me on ,2018,by , who is known to me,or produced a Florida Driver's License as identification. Notary Public Printed Name: My Commission Expires: Commission# I,Jennifer Pellechio,COO of the Naples Accelerator,certify the information provided herein involving job creation to the best of my knowledge. Date: Sworn to or affirmed and signed before me on , 2018, by Jennifer Pellechio, who is known to me, or produced a Florida Driver's License as identification. Notary Public Printed Name: My Commission Expires: Commission# Pa G