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Backup Documents 09/29/2009 Item #10G ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO lOG THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE . . Prmt on pll1k paper Attach to origll1al document Origlllal doculTI~nls should bc hand delivered to the Board omcc. The' complcted rouling slip and original dllculllenls are to be forwarded to thl' Board Office onl) after the Uoard has taken action 011 the item.) ROUTING SLIP Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exce tion of the Chairman's si nature, draw a line throu h routin lines # I throu h #4. com lete the checklist, and forward to Sue Filson (line #5) Route to Addressee(s) Office Initials Date (List 111 rouuno order) 1. Judy Puig CDES Administration q ~ 01 2. 3. 4. 5 Ian Mitchell, Supervisor, BCC Office Board of County Commissioners Clerk of Court's Office ( 0 Jc ( 0') 6, Minutes and Records PRIMARY CONTACT INFORMATION (The pnmary contact is the holder of the original document pending BCC approval. Normally the pnmary contact is the person who created/prepared the executive summarv. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact statrfor additional or missll1g information. All onginal documents needing the BCe Chairman's signature are to be delivered to the BCe otTtce only after the BCe has acted to approve the item) " S f '\ . \ . ~~~:c~t Pnmary taf f-~YY\\1 \ U11 { \' Agenda Date Item was A roved b the BCC Type of Document Attached Phone Number L~ I lUi .)C it Agenda Item Number '1 .,,\ ~. C'7 'I ../ ')~X ) f ,7'--.- r: ~.' Yes (Initial) N/A (Not A licable) 1\ ' *--(; l- t -e e (1,1 ( Ii I Number of Original Documents Attached f. '.".. \ ' '\:1 f-} A A !Ii : i-r,' ~r; lAP I. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is a pro riate. 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 by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, ete. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and ossibl State Officials.) All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other arties excc)t the BCC Chairman and the Clerk to the Board The Chairman's signature line date has been entered as the date ofBCC approval of the document or the final ne otiated contract date whichever is a licable. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's si(Jnature and initials are re uired. In most cases (some contracts are an exception), the original document and this routing slip should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCes actions are nullified. Be aware of 'our deadlines' The document was approved by the BCC on 0 (enter date) and all changes made during the meeting have been incorpora d i the attached document. The Count Attorne 's Office has reviewed the chan es, if a licable. I Forms/ County Forms! Bee Forms/ Original Documents Routing Slip WWS Original 903.04, Revised I 2605, Revised 22405 2. , ,). 4. 5. 6. lOG FIRST AMENDMENT TO AGREEMENT THIS AMENDMENT to the Economic Diversification Program Agreement (the "Agreement") is entered into this (igfCI day of ~2009, by and between Collier County, Florida, a political subdivision of the State of Florida, through its Board of County Commissioners (the "County") and the Economic Development Council of Collier County, a Florida not-for-profit corporation (the "EDC"). RECIT ALS: WHEREAS, the County and the EDC entered into an Agreement on September 9,2008, a copy of which is attached hereto, related to the public/private partnership between the County and the EDC and the funding for the Economic Diversification Program, which Agreement terminates September 30,2009; and WHEREAS, the parties wish to extend the Agreement an additional year on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premIses and for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged by both parties, the parties hereby agree to the changes as follows: 1. The foregoing Recitals are true and correct and are incorporated by reference herein. 2. The term of the Agreement is hereby extended to September 30, 2010, unless earlier terminated in accordance with Article 3 (b). 3. Exhibit "A" is hereby superceded and replaced by the updated "Exhibit A" which is attached. 4. Except as amended, all other terms and conditions of the September 9, 2008 Agreement remain in full force and effect. This Amendment and its provisions merge any prior agreements, if any, between the parties with respect to the matters set forth in this Amendment. 5. This Amendment shall be recorded by the County, at the expense of the County, in the Official Records of Collier County, Florida, within sixty (60) days after execution of this Amendment by the County. Page 1 of2 INSTR 4347478 OR 4496 PG 2455 RECORDED 10/2/2009 344 PM PAGES 11 DWIGHT E. BROCK COLLIER COUNTY CLERK OF THE CIRCUIT COURT REC $9500 lOG 'I IN WITNESS WHEREOF, the parties hereto have executed the foregoing First Amendment to the Interlocal Agreement the date and year first written above. :~ ~ ' WITNESS: SI ature '\Qt~lnCl\e \\\DtrfccfC-- Name (Printed) WITNESS: Vv/LA.dA:..4.. . 0 a,/LxlA. _I;(, Signature \ --<. 'C \ "S-T\ (0 G. '\ -\ \ E::.'~ Name (Printed) asAo form r' ~D{')l:- / BOARD OF COUNTY COMMISSIONERS COLLIER jOrrTY, FLORID~ ,~. ;' j I. ...-1- /J '''i'Ih~_,,'' ~~d-~d By: ! DONNA FIALA, CHAIRMAN CONSULTANT: Economic Development Council of 'er County / I , B: Wi ham O'NeIll, Chai an of the Board Economic Development Council of Collier County Board of Directors Page 2 of2 Exhibit" A" Budget Economic Diversification October 1, 2009 - September 30, 2010 $400,000 Administrative Expenses Including salaries, taxes and benefits $350,000 Marketing Expenses Including, but not limited to: Targeted Industry Marketing Campaigns Collateral Publications $50,000 Equipment Expenses -$0- Total ~ lOG ' 1f~ c:> C> ~ C> en "" u:o .... .... en ... .... ..... u_ =8 ..... ... ~ po; C"'"')1\i; I r- g c::::> ..... .... .... ... .... .... PIlI ....::I f.!:) ~ u ~S... u..... c:> ~ ....... c::ro CJ "" C"'"') ~ ...; oo:::t" ~ ... Uti:! .. := ~ -=x:; ..... ~ C> ~_ u_ C".I ;;::;,: ~~~ --' ~ +-' --' +-' ... c--..J "'- -.::t" ..... g o::a ...... ....- ~~ c:> _ U cn == ... o o ..... ... ~e - o "" e~ .... o ... C> ...-- C> ...... .....:a4it- t::l ... .... ~~t;;:; IDIS c..> ....... .. . lOG . AGREEMENT THIS AGREEMENT is entered into this ~ day of ~kmbe(2008, by Collier County, Florida, a political subdivision of the State of Florida, through its Board of County Commissioners, hereinafter referred to as the "COUNTY," and the Economic Development Council of Collier County, a Florida. not-for-profit corporation, hereinafter referred to as the "EDC." WITNESSETH WHEREAS, the Legislature of the State of Florida, Enterprise Florida, Inc., and the County have determined there is a need to enhance economic activities in the State and Collier County, by retaining, expanding, and attracting high wage jobs through economic diversification and development in order to promote a stronger, more balanced, and stable economy; and WHEREAS, to implement this goal the State Legislature has adopted Chapter 159, Florida Statutes, including the Revenue Bond Act of 1953, the Florida Industrial Development Financing Act, and Industrial Development Authorities, Housing Finance Authorities, and Research and Development Authorities; and WHEREAS, the County now finds and determines that it is in the public interest of the citizens of Collier County to assist the EDC through this Agreement in the EDC's business diversification program to expand the County's tax base, to expand the employment opportunities of the residents of the County, to increase economic mobility for residents and thereby reduce the associated burdens placed on local government and the private sector taxpayers; and WHEREAS, the EDC is a private not-for-profit corporation created by the initiative of the private sector business community for the purpose of retaining, expanding and recruiting high wage jobs for Collier County; and WHEREAS, the EDC performs many business diversification activities which are not performed by the County and which are essential to successful business diversification in Collier County; and WHEREAS, the County recognizes that successful business diversification requires confidentiality with respect to the plans, objectives, criteria, and corporate information of business candidates for retention, expansion, and recruitment and that such confidentiality is in the public interest of the citizens of Collier County; and WHEREAS, the County finds that it is essential to the public interest to have an appropriate accounting of the expenditure of public funds, especially by a non-public agency such as the EDC; and Page I of8 . e lOG WHEREAS, the Legislature of the State of Florida has recognized in Section 8] 2,08], Florida Statutes, and in other provisions of said statutes, the public interest in maintaining certain confidentiality in the business diversification and development process; and WHEREAS, the County finds the EDC is an especially appropriate entity to facilitate business diversification and development in Collier County which includes providing business candidates with the type of confidential assistance which is essential to successful business diversification and development; and L.C'"') m E-- <=> WHEREAS, pursuant to the Florida Industrial Development Financing Act, Part II of Chapter 159, Florida Statutes, the County is permitted to issue Industrial Development Revenue Bonds; and ~ Q.o q-t CI"Io m q-t WHEREAS, in connection with the performance of its responsibilities, the Industrial Development Authority (IDA) receives, investigates and reviews applications from various parties seeking issuance of such Bonds; and c:x: o WHEREAS, the EDC performs certain functions on behalf of the IDA in reviewing, processing and/or presenting such bond applications; providing continuing administration with respect to Bond issues which have been placed; and performing other specified functions; and WHEREAS, it is in the best interest of the County to enter into a contract with the EDC to conduct activities in accordance with the terms and conditions set forth herein; and WHEREAS, the EDC has in the past, and will continue in the future to expend substantial sums from its private sector membership dues to promote economic diversification; and WHEREAS, the EDC serves as the primary entity for developing and implementing business disaster recovery programs for the Collier County business community in partnership with the Governor's Office of Tourism, Trade and Economic Development, Enterprise Florida and Collier County; and WHEREAS, in Fiscal Year 2006-07, the business community in Collier County paid Six Hundred Thirty-Eight Thousand Six Hundred Eighty-One Dollars and Seventy Cents ($638,681.70) to the County in occupational license fees; and WHEREAS, the County has appropriated for the County's Fiscal Year 2008 (October I, 2008 - September 30, 2009), the sum of Four Hundred Thousand dollars and 00/100 ($400,000), to the EDC, to conduct economic diversification and development activities. Page 2 of8 e e lOG NOW, THEREFORE, 111 consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows, ARTICLE 1 '-C) C'W"') r- c:::> ~ P-o c:t'" C7"a C'W"') c:t'" ,;:x:: C) b. a, The County hereby grants to the EDC up to $400,000 for the term of the Agreement for the EDC's business diversification and development activities, conducted in cooperation with the County, as described in the Summary Budget attached hereto as Exhibit "A." The EDC shall be paid for its actual cost not to exceed the total amount for various line items and up to the maximum amount budgeted pursuant to the Attached "Exhibit A," subject to the maximum total amount. Each individual line item may be increased or decreased by up to ten percent (10%) at the discretion of the EDC. Adjustment in excess of ten percent (10%) of any line item must be authorized by the County Manager or his designee. The payment of the County's grant shall be made to the EDC in bi- monthly installments, (to be interpreted as twice a month), as expenses are accrued and invoices are received, commencing with the first month of this Agreement. Once said funds are expended, this Agreement will automatically terminate. In no event shall the County pay the EDC more than the appropriated amount of $400,000 during the term of this Agreement. The EDC shall, within 30 days following the 18th bi-monthly installment (to be interpreted as the 9th month), certify the amount of EDC private funds obtained and written commitments received for funds payable during the pending contract year for the previous nine months. ARTICLE 2 The EDC shall on behalf of the County: a. Establish and maintain staff to process, investigate and review business candidates that will retain, expand and/or create high wage jobs in Collier County. b. Provide business promotion collateral materials and business assistance services to business candidates, c. Use its best efforts to obtain high quality supplies and services for use in the performance of these services at the lowest practical costs and shall expend funds in accordance with the Summary Budget attached hereto as Exhibit "A". d. Furnish the County Manager with a quarterly narrative progress report on the program and activities described in the Summary Budget attached hereto as Exhibit "A", Such reports will contain basic statistical information relevant to the economic diversification public/private partnership program and a statement of expenditures made in each budget category and line items identified in the Summary Budget attached hereto as Exhibit "A". Page 3 of8 I:"- C"") l:"- e:::> C) ~ -=:t" cr. C"") -=:t" !I:X: C> e e lOG e. Furnish an annual report of expenditures of County funds in such form as the Clerk of Courts will prescribe. This report will be on a fiscal year of October 1 through September 30, and will be due on November 15, 2008 and November 15, 2009. f. Agree that any equipment purchased in accordance with this Agreement will be taken up on an inventory record by the EDC and inventoried at least annually. Upon expiration of the useful life of such equipment, or termination of use by the EDC, whichever is later, such equipment will be returned to the County or disposed of as authorized in writing by the County. All listed equipment must be returned to the County upon termination of this agreement. The EDC shall purchase property insurance coverage to insure all real and personal property covered by this paragraph. Such policy shall name Collier County as a loss payee with respect to the loss of county purchased property. ARTICLE 3 a. The term of this Agreement shall be for a period of one (1) year to begin October I, 2008 and end on September 30, 2009, unless earlier terminated in accordance with subparagraph b. below, b. Either party may terminate this Agreement upon one hundred eighty (180) days written notice to the other of its intention to terminate. In the event of termination, the County shall pay for services and costs incurred prior to the date of termination. With regard to the portions of payments made to the Board in excess of the services and costs incurred by the EDC prior to the date of termination, the EDC shall remit to the County all of such excess portions. c, After termination, and except as otherwise directed, the EDC shall: 1, Stop working under the Agreement on the date, and to the extent specified, in the notice of termination. 2, Place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work under the Agreement as is not terminated, 3, Terminate all orders and subcontracts to the extent that they relate to performance of work that was terminated. 4, Prepare all necessary reports and documents required of the terms of the Agreement up to the date of termination, including the final report due at the end of the program, if any, without reimbursement for services rendered in completing said reports beyond the termination date. Page 4 of8 eX) C""') r:-- a. c::::> f-!:) ~ oct'" cr. C""') oc:::t" ~ C) b. e e lOG 5. The EDl shall gIve written notice of Its mtent to renew this Agreement to the Board of County Commissioners no less than one hundred eighty (180) days prior to the expiration of the Agreement, as necessitated by the County budget process, The County is under no obligation to renew this Agreement. ARTICLE 4 Waiver by either party of the breach by the other party of any provisions of this Agreement shall not be deemed a waiver of any other or subsequent breaches and shall not be construed to be a modification of the terms ofthis Agreement. ARTICLE 5 The parties deem the services to be rendered by the EDC for the County under this Agreement to be personal in nature. The EDC shall not assign any rights or duties under this Agreement to any other party without written permission of the County. If the EDC attempts to assign any rights or duties without prior written permission of the County, this Agreement may be declared void by the County and the EDC thereupon agrees to remit to the County all payments made pursuant to this agreement for the entire term of this Agreement. The EDC shall not enter into agreements with subcontractors for any of the work contemplated under this Agreement without first obtaining written approval of the County subject to such conditions and provisions as the County may deem necessary; provided, however, that notwithstanding the foregoing, unless otherwise provided herein, such prior written approval shall not be required for purchase by the EDC of such articles, supplies, equipment, and services which are necessary and incidental to the performance of the work described herein. The requirements of this clause shall not be deemed in any event or manner to provide for the incurrence of any obligation of the County by any actions of the EDC. c. To the fullest extent permitted by law, the EDC will indemnify and hold harmless the County from and against all claims, damages, losses, and expenses, including reasonable attorney's fees and costs, arising out of or resulting from the performance by the EDC of its responsibilities under this Agreement. d, The EDC is hereby declared by the parties to be an independent contractor for the performance of the economic diversification and development activities and will be responsible for the initiating, maintaining and supervising of all safety precautions and programs necessary in connection with this Agreement. The EDC shall not be considered a public agency as a result of its assumption of the duties described herein. The EDC agrees to comply with all applicable safety laws, ordinances, rules, regulations, standards and lawful order of any public authority having jurisdiction over the matter in question. Page50fS lOG e e ARTiCLE 6 CJ"'\ C""'> r- <:::> c:.!) c. ~ ..... CJ"'\ C""'> ..... ~ c::> a, b, The County shall render payments bi-monthly (to be interpreted as twice a month), commencing October 1, 2008 through September 30, 2009. The EDC shall keep orderly and complete records of its financial accounts and financial transactions involving the funds provided to the EDC under this Agreement. The EDe shall open these records to inspection by County personnel at reasonable hours during the entire term of the Agreement. Any person duly authorized by the County shall have full access and the right to examine any of these records during the term of the Agreement and up to three (3) years thereafter. The EDC shall submit annual reports to the County, in form and substance, as prescribed in writing by the County, with regard to the activities of the public/private partnership for economic diversification. The EDC shall provide the County with its independent annual audit of the immediately proceeding fiscal year no later than January 31 of each year of this Agreement. Such audit will contain a detailed listing with useful lives, of equipment purchased by County-provided funds as described in Article 2f. The provisions of this paragraph will survive termination of this Agreement as to the fiscal years, or portions thereto during which this Agreement is in effect. ARTICLE 7 The EDC shall not discriminate against any employee or person served under this Agreement on account of race, color, sex, sexual orientation, age, religion, ancestry, national origin, handicap or marital status. ARTICLE 8 All notices required in this Agreement shall be hand delivered or sent by certified mail, return receipt requested, and if sent to the County shall be addressed to: Amy Patterson Impact Fee/EDC Manager Community Development & Environmental Services 2800 North Horseshoe Drive Naples, FL 34104 And if sent to the EDC, shall be addressed to: Tammie Nemecek President/CEO Economic Development Council of Collier County 3050 North Horseshoe Drive, Suite 120 Naples, FL 34104 Page 60f8 e e ARTICLE 9 Any alterations, vanatIOns, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly signed, by both parties hereto, and attached to the original of this Agreement. ARTICLE 10 The County's performance and obligation to pay under this contract is contingent upon an annual appropriation for its purpose by the Board of County Commissioners. c:::> -=:t1' c-- c:::> ARTICLE 11 ~ c;::L. -=:t1' c;r. C"") ..:::t" As provided in F.S. 287.132-133, by entering into this Agreement or performing any work in furtherance hereof, the EDC certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within 36 months immediately preceding the date hereof. This notice is required by F,S. 287.133 (3)(a). ex:: c:::> IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth above. Collier County, Florida Board of ounty Commissioners By: . APPro:J as lency: (Witnesses and EDe signatory on following page) Page 7 of8 lOG 1 e WITNESS: L-- -.c -.c -.c ........ od" r-- c=:> (.!:) ~ ~ c::;:n ('W") od" .::x:: C> -.c -.c -tC ./ Page 8 of 8 It CONSULTANT: Economic Development Council of Collier County By: lOG -< o e :I> :D m r i: :::j m e -f o -f :J: :D m m ~ Co) ..... -;-:::-0 IZO mOr corr oCm >!2:rJ :rJzo op 0 s::",c -cz z-;-; cz-< iiioo en-;:rJ >rO z~z 0-> :Diiiz moO o-;m Ooz :rJ - 0 0> . enoo OO"-l m:Ili\:> "Cm-l>- >~:rJ :rJ-m -;ZO S::Glc m-;- ZI:rJ --; m rn -I>-CO-l :;10 I 'Tl>)> r:rJ-I 00> 00'''' :rJ'Tlr - r <00 ~O'" IC'" ~Z-< --;- :rJ-<~ S::oen ooen ZS::I -;s::> c_r :cenS- z<:!!", mOm :rJZ'Tl COmO c:rJ:rJ -enm r- o:rJm 2m2 GlGlG) -)> - enG) w-;- wmZ o:rJGl ;;;::;z )>:;J> (f)...s..,z -;-1-< -;Ir >mo s:: 0 '" -r'" >m-< ~:rJZ -;AGl :rJ -; > . >00 r--r:j - I < zm::j >CO- "Com r en m> en:rJ - 0 "'T1> ,-; s: z e -l m en 'T1 o :D -< o e :D o o ;;: ;;: m z -l en :I> z e :I> :D m -f o :I> e e :D m en en o Z r -< -f :t m o :r ~ ~ ::D m "C :0 m en m z ::::! z G) .. 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