Marion County Contract Agreement for Services with Ocala Chamber of Commerce.  Section 16 and 17 Appears to Protect Marion County.

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COUNTY CHAMBER AND ECONOMIC PARTNERSHIP FOR ECONOMIC DEVELOPMENT AND SMALL BUSINESS INCUBA TOR SERVICES
FOR THE PERIOD BEGINNING OCTOBER 1, 2015 TO SEPTEMBER 30,2016
This Agreement, made and entered into October 1,2015, by and between Marion County, a political subdivision ofthe State ofFlorida, (hereinafter referred to as the "COUNTY") and the Ocala/Marion County Chamber of Commerce, Inc., a registered Florida Not-for-Profit 501(c)6 Corporation, located at 310 SE Third Street, Ocala, FL, 34471 and possessing FEIN# 59-0345090, and d/b/a the Ocala/Marion County Chamber and Economic Partnership, (hereinafter referred to as the "CEP") for CEP's provision of economic development and small business incubator related services.
W I T N E S S E T H : In consideration o f the mutual covenants and promises contained herein, the COUNTY and CEP (the "PARTIES") agree as follows:
Section 1 - Term: This Agreement shall take effect upon the date of full execution by both parties, for a term commencing on October 1, 2015 and shall be valid for a period of one (l) year. The term ofthis Agreement may be extended for additional one-year terms by mutual written agreement ofthe parties, executed before the end ofthe present term.
Section 2 - Purpose of this Agreement: This Agreement describes a scope of services CEP will provide to COUNTY. It establishes a not-to-exceed level of funding by COUNTY, and defines the types of services and expenses for which the COUNTY'S funding to CEP may be spent by CEP. The Agreement establishes the criteria that will be used by the COUNTY in evaluating overall performance, making payments, and continuation o f services beyond the current term o f the Agreement.
Section 3 - Definition: For the purpose of this Agreement, the reference to "Marion County" shall imply all areas of the county including both incorporated cities as well as the unincorporated areas.
Section 4 - Scope of Services: The CEP will provide a series of economic development and small business incubator services to promote opportunities leading to the creation of new to Marion County employment, new or emerging business formation and new capital investment opportunities.
The CEP shall provide to the COUNTY the following services:
A. Business Recruitment, Retention and Assistance Services
I. New employer recruitment services - The CEP shall provide a proactive business recruitment program designed to identify and target potential employers for the relocation or expansion of business operations to Marion County.
2. Real estate support services - The CEP shall develop and maintain an interactive electronic web-based business real estate inventory program featuring existing countywide facilities and available building sites suitable to meet the needs ofnew and existing employers, site selection consultants and other business professionals seeking potential locations for new business activities.
3. E

  1. Existing employer assistance services - The CEP shall provide individualized assistance to existing employers and entrepreneurs seeking to expand business operations within Marion County. These services shall include, at a minimum, coordination between the employer and local governments, real estate assistance, demographic and economic marketing research, international trade support, and government procurement services.
  2. Workforce assistance services - The CEP shall coordinate with CareerSource Citrus Levy Marion to maximize the ability of new and existing employers with available employee recruitment, screening, training services and eligibility for potential employee related workforce training or wage incentives.
  3. Employer recruitment marketing products and services - The CEP shall design and produce a series ofmarketing brochures, fliers, mailers, electronic media and other means of direct and indirect marketing initiatives for employer recruitment. All CEP printed or electronic marketing, shall have the COUNTY logo prominently included within the design indicating the COUNTY as a major stakeholder. A copy of the approved COUNTY logo design is available from the COUNTY'S Manager ofPublic Information.
  4. Marion County support services - The CEP shall provide one (I) corporate table at no cost indicating the COUNTY as a major stakeholder at all CEP community breakfast, luncheon and dinner functions. The COUNTY shall receive all benefits available through the Chairman's Circle Partnership level and free registration for annual events such as the Business Expos. This will also include any new community-wide meetings or events that may be created or held during the term of this Agreement by the CEP.
B. Small Business Incubator Services
  1. Small business incubator facility services - The CEP shall provide a minimum of 5,000 square feet offacility space to accommodate emerging entrepreneurial opportunities at one or more facilities throughout Marion County.
  2. Entrepreneurial workshop services - The CEP shall provide a series of workshops scheduled throughout the term o f this agreement to support emerging entrepreneurs. These workshops shall include topics such as the drafting of a business plan, budgeting, accounting, business formation and registration.
  3. Professional services - The CEP shall provide customized forums for all incubator tenants with area bankers, accountants, legal personnel and representatives from other disciplines that may be helpful to the entrepreneurial development of the incubator's resident tenants and other participating community entrepreneurs.
  4. Access to capital services - The CEP shall identify and develop access to capital resources such as angel investors or investment pools that may be ofvalue to the development and growth ofthe incubator's resident tenants. 

Section 5.

5 - Funding and Use of Funds: During the term of this Agreement, the COUNTY agrees to provide funding to CEP in an amount not to exceed $245,000 in exchange for the substantial accomplishment of the performance measures outlined in Section 6 of this Agreement. This funding shall be paid in twelve (12) installments, each ofwhich shall not exceed $20,416.66.
A. Payment of Funds - The CEP shall submit written monthly invoices to the County on the last day of each month, beginning with October 31, 2015. Each invoice shall provide a detailed statement indicating accomplishments supporting the performance measures and milestones as set forth in Section 6 ofthis Agreement. The following conditions also will apply:
1.
2.
The COUNTY will review and process approved monthly invoices for payment within fifteen (15) business days from the date of receipt of documents including the monthly invoice and a statement of accomplishments for the month related to the performance measures outlined in Section 6 of this Agreement.
The COUNTY may withhold all or a portion of the monthly invoices if COUNTY determines that there has not been substantial accomplishment of performance measures outlined in Section 6 ofthis Agreement. However,
Any withheld funds may be paid at the discretion of the COUNTY to the CEP at the end of the term of this Agreement provided that the CEP has accomplished all of the performance measures set forth in Section 6 no later than September 30,2016.
a)
b) If the CEP does not accomplish the minimum performance requirements of this Agreement by the end ofthe term, and the COUNTY desires to extend this Agreement for another year, the unearned balance of the $245,000 shall not carry forward to the new term year, and the COUNTY, with such extension, shall establish a new maximum funding amount for the new term year.
3. In the event that the CEP has met all o f the performance measures outlined in Section 6 ofthis Agreement and has not expended all ofthose funds on qualified expenses within the term, the CEP may retain the balance ofthose funds to be used for qualified expenses for the next fiscal year provided the COUNTY elects to extend the term of this Agreement. If the COUNTY does not extend this Agreement, no expenditure of the remaining funds shall be made after September 30, 2016. The CEP shall return such balance to the COUNTY within thirty (30) days following the end of the term.
B. Eligible Expenditures and Use of County Funds: The CEP acknowledges and agrees that all funding paid by COUNTY pursuant to this Agreement shall be expended by CEP only for eligible business activities as outlined below, occurring on or after October 1, 2015:
1. The costs o f administration, salaries, wages or other forms o f CEP employee compensation or benefits.
2. The costs incurred to engage third-party professionals to generate and coordinate new business prospects or employer leads to support CEP staff marketing initiatives. 

 3. 

  1. The costs incurred for capital improvements required to support facility renovations, the installation of new hardware, software technology or specialized equipment required to support the needs ofthe CEP's Power Plant Business Incubator.
  2. The costs incurred to design and produce electronic and printed booklets, brochures, pamphlets, fliers, cards or other forms of direct and indirect marketing used to promote Marion County as a viable business location.
  3. The costs incurred for direct mail or electronic marketing campaigns, trade shows, site selection and consultant forums or scheduled formal events related to the recruitment of Marion County's targeted manufacturing, aviation and technology based employers and entrepreneurs.
  4. The costs related to travel, airfare, hotel, vehicle leasing or rental and fuel.
C. Activities Not Eligible for Reimbursement - COUNTY funding may not be used by CEP for payment of any ofthe following activities or expenses:
  1. The costs of food, beverages, alcohol or other forms of entertainment such as golfing, hunting, fishing, sporting events or similar group activities.
  2. The costs of CEP's electric, water, sewer, gas, telecommunications services or other utilities.
  3. The costs of subsidizing rental or lease rates of proposed facilities or third party staffing requirements.
  4. The costs of any activities associated with political action or lobbying of public officials unless authorized by the COUNTY in writing.
The CEP shall be responsible for clarifying with the COUNTY any questions concerning the eligibility ofany particular activity or expenditure. All questions concerning eligible costs shall be submitted directly to the COUNTY's Assistant County Administrator for Public Services for review and upon which hislher determination shall be final.
Section 6 - Performance Measures: The CEP shall, as a minimum performance during the Term of this Agreement, accomplish the following measures:
A. Business Attraction Performance Measures
1. The CEP shall submit to the COUNTY, no later than January 1, 2016, a written updated "Business Recruitment and Marketing Plan" identifying the CEP's proposed strategy for implementing an ongoing marketing initiative for new employer recruitment. This "Plan" shall include, at the minimum, targeted employer recruitment strategies, site selection consultant initiatives, trade shows and electronic marketing strategies, business-to-business 

Recruitment 

initiatives, strategies designed to foster entrepreneurial advancement at the Power Plant, business retention and assistance initiatives and other programs designed to encourage employer recruitment, local retention or entrepreneurial development.
  1. The CEP shall host a minimum of twenty-two (22) site visits for prospective new employers during the Term of this Agreement with the goal of creating new-to-the­ COUNTY employment opportunities. The COUNTY shall be an active part of the team assisting these prospective business visits and tours ofarea facilities and sites.
  2. The CEP shall complete a minimum of five (5) marketing events, campaigns and/or trade shows.
  3. The CEP shall identify and schedule appointments with a minimum of thirty-five (35) regional or national site selection consultants during the Term ofthis Agreement. The site selection consultant initiative shall also include a minimum o f four (4) onsite visits by one or more representatives of a national site selection consultant team(s) to tour Marion County's available existing facilities, building sites and support infrastructure. The COUNTY shall be included and actively involved in the joint planning, scheduling and hosting ofall site selection consultant visits.
B. Business Retention Performance Measures
  1. The CEP shall conduct a minimum o f one hundred and fifty (150) site visits with existing Marion County employers as part ofan overall business retention program during the Term of this Agreement. These visits shall be documented as part of the CEP's "Salesforce CRM" tracking system. The County shall be briefed on the information collected during these visits to assist in the coordination of COUNTY personnel and resources for resolving, when appropriate, the need ofthe individual business.
  2. The CEP shall implement a "Corporate Visitation Program" and conduct a minimum of two (2) corporate visits within the Term of this Agreement. These visits will include companies that fall within the following profile: corporate headquarters that are physically located beyond Marion County and own or operate a branch or division facility within the County.
  3. The CEP shall conduct a minimum of four (4) "Business Retention Training Forums" on topics identified by the CEP as important to the local business community. These forums may include topics ranging from workforce training resources or the impacts of national healthcare to areas of interest in identifying international trade or federal procurement opportunities.
  4. The CEP shall conduct at least one Business Interest Survey and conduct programming or initiatives based on this feedback.
  5. The CEP shall plan and implement at least one (1) expo event to promote existing businesses. 

 C.  

Small Business Incubator and Business Creation Performance Measures
  1. The CEP shall expand the current physical square footage space available to support emerging entrepreneurs at the Power Plant Business Incubator while maintaining a minimum of 50-percent occupancy.
  2. The CEP shall create and publish a regional funding guide to provide assistance to entrepreneurs in the community.
  3. The CEP shall facilitate the graduation o f a minimum o f three (3) resident entrepreneurial tenants from the Power Plant during the Term ofthis Agreement. An overall goal ofthis initiative is to transfer a minimum of two (2) of the graduating companies to alternative Marion County locations.
  4. The CEP shall implement a "Business Creation" initiative designed to assist new emerging entrepreneurs. This initiative shall assist a minimum of one-hundred (100) individuals seeking to start or engage in new entrepreneurial business opportunities.
D. General Services and Future Performance Measures
  1. The CEP shall maintain and update an electronic web/internet based "Marion County Industrial and Commercial Real Estate Inventory" database featuring existing facilities and available building site locations.
  2. The Marion County Board of County Commissioners and CEP stakeholders may convene ajoint Workshop by July 1. 2016 to further review and update the vision and direction of the community's economic development efforts. This joint meeting may include but not be limited to employer and job creation goal setting, fund development, performance measurements and other delivery system issues. The data collected from this session will be used for drafting and evaluating performance goals and objectives as part ofthe annual revision and update ofthis Agreement. The CEP would coordinate this meeting with the County Administrator or his designee.
Section 7 - Financial and State of Florida Reporting Requirements
A. QuarterlyFinancialReports
1. In addition to the monthly invoicing for services outlined in Section SA above, the CEP shall provide a written Quarterly Financial Report to the COUNTY. This Quarterly Report shall include an accounting for all CEP approved expenditures, as outlined in Section SB ofthis Agreement.
2. Quarterly Financial Reports will be due to the COUNTY on the following schedule: 

a) 

  1.   First Quarterly Report (October - December) due on or before January 15,2016
  2. b)  Second Quarterly Report (January - March) due on or before April 15, 2016
  3. c)  Third Quarterly Report (April-June) due on or before July 15,2016
d) Fourth Quarterly Report (July - September) due on or before September 30, 2016
Failure to provide timely written quarterly reports will indicate a "default" by the CEP in the performance of this Agreement that may result in a forfeiture of any future funding obligated under this Agreement.
3. The CEP shall reimburse the COUNTY for any payments made for activities, products or services that are determined by the COUNTY's Internal Auditor as non-qualifying expenditures as outlined in Section 5C of this Agreement or is not part of the eligible expenditures indicated in Section 5B of this Agreement. Any required reimbursements shall be made by the CEP within thirty (30) days o f a written notice and instruction by the COUNTY's Internal Auditor.
B. Annual State of Florida Report
The State ofFlorida (Section 125.045(4), Florida Statutes) requires an annual performance report for any economic development organization (commonly referred to as an EDO) contracted by the governing body o f a county and receiving county funds, to submit a report to the county detailing how the county funds were spent and the results ofthe organization's efforts.
  1. The CEP shall provide an electronic report, utilizing the format required by the State of Florida and outlined below, to the COUNTY on or before December 21, 2015. This is a legislative mandate of the State of Florida. Failure to provide this report in a timely manner mayresultinsuspensionofanyfurtherpaymentorfinancialobligationbytheCOUNTY.
  2. The CEP's annual report shall be submitted directly to the COUNTY's CEP contract manager, Jeannie Rickman, Assistant County Administrator for Public Services by email at: [email protected]. The COUNTY, will in tum, be responsible for the filing of this information with the "Florida Office ofEconomic and Demographic Research" (EDR).
The CEP shall provide the following information in the format outlined below and include all data as it relates to activities conducted by the CEP throughout Marion County:
  1. Ocala/Marion County Chamber and Economic Partnership (CEP) and your contact information
  2. Name o f Local Government: Marion County Government
    Contact: Jeannie Rickman, Assistant County Administrator for Public Services
  3. Marion County Annual Contract Amount: General Services Award: NTE $245,000.00.
  4. Total of all funds received from other governmental bodies for this Quarter: $, _
(please provide dollar amount and the name ofeach organization)
  1. Funds received from private investors this Quarter: $ _
    (Individual dollar amounts and corporate names not required)
  2. Administrative Cost for the CEP for the Quarter: $
(Salaries, wages and benefits) 

G.  

Number and names o f businesses assisted by the CEP and the type o f assistance provided. This includes assisting businesses with:
a. Customized Assistance
i.
ii.
iii. iv. v.
site selection
permitting and licensing
job training
incentives education and referral (federal or state) technical assistance
b. General Assistance
  1. Demographics and market research
  2. Workforce assistance - recruitment, screening and placement of new employees
  3. Strategic planning assistance
iv, Forums and workshops
c. Financial Assistance
i. Loan programs- Name( s)o f companies and the amount o f loans granted
ii, Grants and matching funds assistance - the type offunds granted and the dollar amount o f the funds provided
  1. Total capital investment of businesses who have been assisted by the CEP: $ _ (Please provide individual names and amounts)
  2. Total foreign investment of businesses who have been assisted by the CEP: $ _ (Please provide individual names and amounts)
  3. Number of new direct jobs (those employed by the new business) resulting from a business being moved into Marion County or expanding within the County due to assistance provided by the CEP: (Please provide the individual name(s) and number ofjobs created as a result ofthe CEP participation and a description ofthe role played by the CEP)
  4. Number ofthese jobs retained and the length ofthe job retention: (Please provide individual name(s) ofeach company)
  5. The type o f incentives and the amount o f incentives that the CEP has successfully assisted businesses in receiving:
  6. Any additional information that would show an economic benefit to Marion County Government as a result ofthe efforts ofthe CEP.
Section 8 - Assignment: The CEP shall not transfer or assign this Agreement without the written approval by the COUNTY. However, for the purpose ofimplementing the scope ofservices and overall performance of this Agreement, the CEP may subcontract to any third-party professional service provider one or more portions ofthe required services to accomplish the objectives ofthis Agreement.
Section 9 - Amendments: This Agreement may only be amended by mutual written agreement of both Parties.
Section 10 - Notices: Except as otherwise provided herein, all notices and other communications provided for hereunder shall be in writing and sent by certified mail return receipt requested, or by handdelivery,andshallbedeemedeffectiveifmailed,whendeposited inaU.S.PostalServicemailbox with postage prepaid or, if hand delivered, when personally handed to the Party to whom the notice or other communication is addressed, with signed proof of delivery. The COUNTY'S and the CEP'S representatives for notice purposes are: 

CEP 

CONTACT PERSON: PHONE:
E-MAIL:
COUNTY:
CONTACT PERSON: PHONE:
EMAIL:
OcalalMarion County Chamber and Economic Partnership 310 SE Third Street
Ocala, FL 34471
Kevin Sheilley, President and CEO
352-629-8051 [email protected]
Marion County Government
60I SE 25th Avenue
Ocala, FL 34471
Jeannie Rickman, Assistant County Administrator for Public Services 352-438-2300
[email protected]
Section 11 - Books and Records: The CEP shall keep records of all financial transactions. The COUNTY shall have a right to review and audit such records associated with the implementation of this grant at the CEP's office during normal business hours or request copies thereofto be provided to the COUNTY. One or more audit(s) of this Agreement by COUNTY or its representative may occur during the duration ofthis Agreement and up to six months following the termination date.
Section 12 - Indemnification: The CEP and any subcontractors providing services to the CEP under this Agreement shall indemnify and hold harmless the COUNTY, its officers, employees and agents from all suits, claims, or actions of every name and description brought against the COUNTY based on personal injury, bodily injury (including death) or property damages received or claimed to be received or sustained by any person or persons arising from or in connection with any negligent act or omission of the CEP or its employees, officers, or agents in performance of this Agreement.
Section 13 - Insurance: During the period the CEP renders services on behalf of the COUNTY, the CEP shall provide a Certificate ofInsurance, issued by a company authorized to do business in the State ofFlorida and with an A.M. Best Company rating ofat least B+. The COUNTY shall be notified if any policy limit has eroded to one half its annual aggregate. All policies must show the "Marion County Board of County Commissioners" as an Additional Insured except for the workers compensation and professional liability policies. The Marion County Procurement Services Director shall be shown as the Certificate Holder, and the Certificate should provide for a 30-day cancellation notice to that address with policies for the following:
  1. Worker's Compensation shall be purchased and maintained by the CEP with statutory limits and employers liability limits of at least $1,000,000 each accident and $1,000,000 each employee and $1,000,000 policy limit for disease.
  2. General Liability with limits of not less than $1,000,000 per occurrence and $2,000,000.00 annual aggregate. The policy must be maintained by the CEP for the duration of this Agreement. 


    Section 

    14 - Independent Capacity: In the performance of this Agreement, the CEP will be acting inthe capacity ofan "independent contractor" and not as an agent, employee, partner, joint venture, or associate of the COUNTY. The CEP shall be solely responsible for the means, methods, techniques, sequences, and procedures utilized by the CEP in the full performance of the Scope of Services performed on behalfofthis Agreement.
    Section 15- Default/Termination: In the event the CEP fails to comply with the provisions ofthis Agreement, the COUNTY may terminate this Agreement for cause by first notifying the CEP in writing, specifying the nature ofthe default and providing the CEP with 30 calendar days in which to rectify such default. In the event the default is not cured within the time period given, the COUNTY may terminate this Agreement upon written notice to the CEP without prejudice to the COUNTY in terms ofany right or for cause.
    The COUNTY will be responsible for compensation to the CEP only to the termination date of this Agreement. The COUNTY will compensate the CEP for all eligible activities incurred or performed pursuant to this Agreement and shall have no further obligation to CEP, other than to pay for services rendered prior to termination.
    Section 16 - Termination for Loss of Funding/Cancellation for Unappropriated Funds: The obligation ofthe COUNTY for payment to the CEP is limited to the availability offunds appropriated in a current fiscal period, and continuation ofthe agreement into a subsequent fiscal period is subject to further appropriation of funds. All payments to CEP subcontractors are the individual and sole responsibility ofthe CEP.
    Section 17 - Legal Matters: This Agreement is to be performed in Marion County, Florida. The parties agree that the venue for the judicial resolution of any dispute between the parties related to the enforcement of the terms of this Agreement shall be in Marion County, Florida, and that any such action shall be brought in the Circuit Court of Marion County, Florida. The parties hereto expressly waive the right to a jury trial in any such legal proceeding. In the event of any such legal action, each party shall bear its own costs and attorney fees. 

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Marion County/CEP Agreement - October 1, 2015 - FY2015-2016