ECONOMIC DEVELOPMENT FINANCIAL INCENTIVE GRANT AGREEMENT BETWEEN MARION COUNTY GOVERNMENT AND THE OCALA/MARION COUNTY CHAMBER OF COMMERCE This Agreement, made and entered into 20 th day of December, 2011, by and between Marion County, a political subdivision of the State of Florida, (hereinafter referred to as the COUNTY ) and the Ocala/Marion County Chamber of Commerce, located at 310 S.E. Third Street, Ocala, FL, 34471, possessing FEIN# 59-0345090 (hereinafter referred to as the CHAMBER ) for the support of new entrepreneurial and technology incubation, (hereinafter referred to as the INCUBATOR ), and the COUNTY and the CHAMBER hereby agreeing as follows: WHEREAS, the Marion County Board of County Commissioners has identified efforts to facilitate the creation of entrepreneurs and employment opportunities as an important and vital public purpose for the future economic health and welfare of Marion County, and WHEREAS, the County has outlined a series of economic development initiatives within the Doing More for JOBS report that emphasis the importance of entrepreneurial development and technology commercialization to improve the economic diversification of Marion County, and WHEREAS, the Ocala/Marion County Chamber of Commerce has received the assistance of the City of Ocala in providing a viable facility and space in which to encourage new entrepreneurial and technology development and has a desire to provide this space for the public purpose of creating an environment designed to recruit and incubate new technology entrepreneurs, and WHEREAS, the Chamber has secured the help and assistance of a growing number of local business leaders and active entrepreneurs to aid in the development of entrepreneurial education, business training, mentoring, investment and capital formation, and WHEREAS, it is a strategic decision of the Chamber to organize, fund and create a small business technology incubator to be known as the The Power Plant for the purpose of providing space dedicated to the housing and incubation of small entrepreneurial enterprises. The Power Plant will be equipped with infrastructure necessary to facilitate emerging entrepreneurial recruitment, development, growth and maturity of the emerging enterprises. NOW, THEREFORE, in consideration of the matters set forth above (which are incorporated herein by reference), and in consideration of the mutual covenants and promises contained herein, the COUNTY and CHAMBER (the PARTIES ) hereto agree as follows: Section 1 Term. This Agreement shall commence upon the approval by the Board of County Commissioners and shall continue for a period of one (1) year ending on the 20 th of December, 2012. Section 2 Funding and Scope of Services. CHAMBER is to take formative measures to develop entrepreneurial resources and related infrastructure capable of achieving the identification, recruitment and support of emerging entrepreneurs.
The primary purpose of this Agreement is to financially support the start-up of the CHAMBER S technical and technology needs related to the overall incubator program. The use of COUNTY funding shall be subject to the following conditions: a. To assist in related capital improvements required to support facility renovations or the installation of hardware or software technology infrastructure and specialized equipment. b. To cover the costs incurred in printed or electronic marketing of the initial launch of The Power Plant, the development services for an incubation web site, incubator collateral materials and other forms of direct and indirect marketing required to promote the availability of incubator facilities, space and services. c. To support the recruitment of new technology based entrepreneurs. d. To acquire computer hardware or other computer related equipment required to support the technology needs of the incubator (acquisition of all computer related equipment shall be purchased with the assistance of the COUNTY S Procurement Services). e. Identification signage on or within The Power Plant, carpeting or other general improvements required to support the facilitation of tenant placement. f. County funding shall not be used for electric, water, sewer, gas or telecommunications services. g. County funding shall not be used for food, beverages or other expenses related to the official opening or similar open house events. h. County funding shall not be used to subsidizing rental or lease rates of proposed tenants, technical service providers or staffing. Section 3 - Performance Measures: CHAMBER shall, as a minimum performance of this Agreement, accomplish the following measures: a) Provide a three (3) year general business plan outlining the overall operating budget and proforma for the incubator facility within three (3) months of the execution of this Agreement (March 20, 2012). b) Provide an adopted Entrepreneurial Curriculum Guide to support the proposed Entrepreneurial Institute program within six (6) months of the execution of this Agreement (June 20, 2012). c) Provide an electronic copy of the Entrance and Exit Policy for incubator resident tenants within three (3) months of this Agreement (March 20, 2012). d) All Power Plant Incubator printed or electronic marketing, web site design or other printed materials shall have the COUNTY logo included within the design indicating COUNTY sponsorship. A COUNTY logo design shall appear at the main entrance of The Power Plant indicating the COUNTY as a major stakeholder in The Power Plant incubation program. CHAMBER shall coordinate all COUNTY logo designs and placements with the COUNTY S Manager of Public Information. e) CHAMBER shall secure a minimum of five (5) entrepreneurial companies, each with one or more employees, as a resident tenant of the incubator by June 29, 2012. If CHAMBER fails to secure all five (5) required resident tenants by this date, COUNTY shall revise its secondary payment of $50,000 to CHAMBER at a prorated share of $10,000 for each successful entrepreneurial company secured by CHAMBER and being a resident tenant of the incubator facility. f) The CHAMBER shall provide a written quarterly report to the COUNTY indicating the individual progress of each of the elements listed above along with an accounting for the use of COUNTY funding. These reports will be due to the COUNTY on or before March 31, 2012; June 30, 2012; September 30, 2012 and December 1, 2012. Failure to provide timely written quarterly reports will indicate a default by CHAMBER and will result in a request for all COUNTY funds to be returned to COUNTY and a forfeiture of any future funding obligated under this Agreement. Section 4 Compensation. The COUNTY shall make payment to the CHAMBER in an amount not to exceed $100,000 in exchange for the proposed services and performance measures outlined in Section 2 and Section 3 above. These funds shall be held independently in a secured checking account for the sole purpose of supporting the proposed tasks outlined in this agreement. Payment of these funds shall be made to the
CHAMBER upon the initiation of this Agreement in an amount of $50,000 on or about January 13, 2012. This payment shall be acknowledged as an advanced payment on performance in an effort to assist in the start-up needs of The Power Plant. The second payment shall be made on or about June 29, 2012 and shall be based upon the performance by the CHAMBER for accomplishing the requirements outlined in Section 3 above. In the event CHAMBER fails to secure all five (5) entrepreneurial companies as resident tenants in the incubator by June 29, 2012, COUNTY will revise the secondary payment to CHAMBER at a rate of $10,000 for each successful entrepreneurial company that is verified as a full-time resident tenant of the incubator and in an amount not to exceed $50,000. In the event CHAMBER receives a revised payment of less than $50,000, additional prorated payments may be requested by CHAMBER for each additional full-time entrepreneurial resident tenant that is secured following June 29, 2012 but no later than November 30, 2012. At no time during the term of this Agreement, shall payment to CHAMBER exceed $100,000. If CHAMBER succeeds in securing all five (5) or more entrepreneurial resident tenants but fails to provide COUNTY with ALL required reporting requirements in the time frames outlined in Section 3, ALL additional funding payments will be held until such time CHAMBER delivers completed documents to COUNTY. At no time shall COUNTY funds be co-mingled with other county contract funding, non-county or business funds. COUNTY funding shall be subject to review or audit by the COUNTY upon reasonable notification. If the CHAMBER is not able to fully comply with the minimum requirements of this agreement and/or have funds remaining at the end of the contract period, all remaining funds shall be returned to the COUNTY within 30 days of the end of this contract. At no time shall the use of these funds be used for conference related expenses, travel or utility related expenditures. If the CHAMBER has any questions concerning the eligible use of these funds, a written request shall be made with the program administrator listed below in Section 12. Section 5 County and State Reporting Requirements. In addition to the quarterly reports outlined in Section 3 above, the CHAMBER will be required to provide COUNTY with an annual report consistent with Florida Statute 125.045(4) detailing how COUNTY funds were spent and detailing the results of the CHAMBER S efforts. This annual reporting requirement must be filed with the COUNTY on or before December 20, 2012. The COUNTY, in turn, will file a copy of the CHAMBER report with the Florida Office of Economic and Demographic Research (EDR) by January 15, 2013 and post a copy of the CHAMBER S report on COUNTY S website. The CHAMBER S annual reporting requirement will use the following format as suggested by the Florida Office of Economic and Demographic Research (EDR): A. Ocala/Marion County Chamber of Commerce and your contact information B. Name of Local Government: Marion County Government Contact: Richard Michael, manager, Office of Economic and Small Business Development C. Marion County Contract Amount: General Services Award: $100,000 D. Total of all funds received from other governmental bodies: $ (please provide dollar amount and organization name) E. Funds received from private investors: $ F. Administrative Cost for the Chamber Incubator: $ G. Number of businesses assisted by the Chamber Power Plant Incubation Program and the type of assistance provided. This includes assisting businesses with: a. Customized Assistance i. site selection ii. permitting and licensing iii. job training iv. incentives education and referral (federal or state) v. technical assistance
b. General Assistance i. Demographics and market research ii. Workforce assistance recruitment, screening and placement of new employees iii. Strategic planning assistance iv. Forums and workshops c. Financial Assistance i. Loan programs- the amount of loans granted and the number of businesses assisted (small and large businesses) ii. Grants and matching funds assistance the type of funds granted and the amount of funds H. Total capital investment of businesses who have been assisted by the Chamber Incubator Program: $ I. Total foreign investment of businesses who have been assisted by the Chamber Incubator Program: $ J. Number of new direct jobs resulting from a business being moved into the area or expanding in the area due to the assistance provided by the Chamber s Incubator Program: $ K. Number of these jobs retained and the length of the job retention: L. The type of incentives and the amount of incentives that the Chamber Incubator Program has successfully assisted businesses in receiving: M. Any additional information that would show an economic benefit to the local government as a result of the efforts of the Chamber s Incubator Program. Section 6 Laws, Permits, and Regulations. Prior to the performance of any work hereunder, the CHAMBER shall obtain and pay for all licenses and permits, as required to perform the services described in Section 2 of this Agreement. CONSULTANT shall at all times comply with all appropriate laws, regulations, and ordinances applicable to the services provided under this Agreement. Section 7 Assignment of Contract. The CHAMBER may not subcontract all or any part of this Agreement without prior written approval by the COUNTY. Section 8 Amendments. This Agreement may only be amended by mutual written agreement of both Parties. Section 9 Books and Records. The CHAMBER 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 CHAMBER S office during normal business hours. One or more audit of this Agreement by COUNTY or its representative may occur during the duration of this Agreement and up to six months following the termination date. Section 10 Indemnification. The CHAMBER 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 CHAMBER or its employees, officers, or agents in performing the services set forth herein. Section 11 Insurance. During the period the services are rendered, insurance policies shall be with a company or companies authorized to do business in the State of Florida. The County shall be notified if any policy limit has eroded to one half its annual aggregate. The CHAMBER shall provide a Certificate of Insurance, issued by a company authorized to do business in the State of Florida and with an A.M. Best Company rating of at least B+. 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 COUNTY Procurement Services Director shall be shown as the Certificate Holder, and the Certificate should provide for 30 day cancellation notice to that address with policies for the following: Worker s Compensation shall be purchased and maintained by the CHAMBER 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. 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 CHAMBER for the duration of the project. If the policy is written on a claims-made basis, the CHAMBER must maintain the policy for a minimum of 5 years following the completion of the project. The County of Marion must be shown as an additional insured. Section 12 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 hand deliver, and shall be deemed effective if mailed, when deposited in a United States Postal Service mailbox 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 CHAMBER S representatives for notice purposes are: CHAMBER: CONTACT PERSON: PHONE: E-MAIL: Ocala/Marion County Chamber of Commerce 310 S.E. Third Street, Ocala, FL 34471 Jaye Baillie, President and CEO 352-629-8051 x101 jaye@ocalacc.com COUNTY: Marion County Office of Economic and Small Business Development 2710 E Silver Springs Blvd, Ocala, FL 34470 CONTACT PERSON: Richard Michael, Manager PHONE: 352-438-2602 EMAIL: Richard.michael@marioncountyfl.com Section 13 Independent CHAMBER. In the performance of this Agreement, the CHAMBER will be acting in the capacity of an independent CONSULTANT and not as an agent, employee, partner, joint venture, or associate of the COUNTY. The CHAMBER shall be solely responsible for the means, methods, techniques, sequences, and procedures utilized by the CHAMBER in the full performance of this Agreement. Section 14 Default/Termination. In the event the CHAMBER fails to comply with any of the provisions of this Agreement, the COUNTY may terminate this Agreement for cause by first notifying the CHAMBER in writing, specifying the nature of the default and providing the CHAMBER with a reasonable period of time in which to rectify such default. In the event the default is not cured within the time period given, the COUNTY thereafter may terminate this Agreement upon written notice to the CHAMBER without prejudice to the COUNTY in terms of any right or for cause; the COUNTY will be responsible for compensation to the CHAMBER only for the termination date. The COUNTY may terminate this Agreement without cause providing at least thirty (30) days written notice to the CHAMBER. In the event of termination of this Agreement without cause, the COUNTY will compensate the CHAMBER for all services timely and satisfactorily performed pursuant to this Agreement up to the date of termination. Notwithstanding any other provision of this Contract, this Contract may be terminated if for any reason there are not sufficient
appropriated and available monies for the purpose of maintaining County or other public entity obligations under this Contract. County shall have no further obligation to CHAMBER, other than to pay for services rendered prior to termination. Section 15 Timely Performance. All work will commence upon authorization from the County s representative. All work will proceed in a timely manner without delays. COUNTY funding shall not be used for the reimbursement of product(s) or service(s) rendered prior to the date of this Agreement or dated after the 20 th of December, 2012. Section 16 Damage to Property. The CHAMBER shall be responsible for all material, equipment and supplies used in the execution of the Scope of Services outlined under this Agreement. In the event any such equipment or supplies are lost, stolen, damaged or destroyed prior to the final inspection and audit of this Agreement, the CHAMBER shall replace the same without additional cost to the COUNTY. Section 17 Rights and Remedies. The COUNTY shall have the right to rescind the grant to the CHAMBER and to take all appropriate action, including litigation, to recover any amounts granted to the CHAMBER for its failure to abide by the terms of this Agreement or because of any fraud or misrepresentation made to the COUNTY. Section 18 Termination for Loss of Funding/Cancellation for Non-appropriated Funds. The obligation of the COUNTY for payment to the CHAMBER is limited to the availability of funds appropriated in a current fiscal period, and continuation of the contract into a subsequent fiscal period is subject to further approval by the COUNTY and appropriation of funds authorized by Board of County Commissioners. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers on the 20 th day of December, 2011. COUNTY: CHARLIE STONE, CHAIRMAN BOARD OF COUNTY COMMISSIONERS ATTEST: MARION COUNTY, FLORIDA DAVID R. ELLSPERMANN, CLERK OF THE COURT _ APPROVED AS TO FORM AND LEGAL SUFFICIENCY MATTHEW G. MINTER, COUNTY ATTORNEY OCALA/MARION COUNTY CHAMBER OF COMMERCE: DAVID FECHTMAN, CHAIRMAN BOARD OF DIRECTORS JAYE BAILLIE, PRESIDENT AND CEO