Board of Directors Agenda

Transcription

1 Board of Directors Agenda February 6, :45 AM Epicenter, th Street N., Clearwater, FL Conference Dial: Conference Code: # I. Welcome and Introductions....Jack Geller, Chair II. Roll Call III. Chair s Report... Jack Geller IV. Consent Agenda 1. Approval of Consent Agenda of 01/11/19 Exec. Committee.. Page 2 V. Action/Discussion Items 1. Approval of Minutes December 12, 2018 BOD Meeting..... Page 7 2. Request for Proposals: Real Estate Services.. Page LWDB Area Designation and Board Composition Page Approval of Amendments: By-Laws & Interlocal Agreement Page 19 Compensation Committee.... Karla Leavelle (Jennifer Brackney) 5. Discussion: CEO Leadership Assessment Page Discussion: CEO Performance Appraisal... Page HR Contract Extension... Page Procurement of Broker Services/Benefits Plan... Page 70 VI. Other Administrative Matters (Items of urgency not meeting the seven-day guideline for review) VII. Information Items 1. Employee Engagement Survey Page 71 VIII. Committee Reports 1. Ad Hoc Review Committee... Michael Meidel 2. Compensation Committee...Karla Leavelle (Jennifer Brackney) IX. CEO s Report... Jennifer Brackney X. Public Comments In accordance with the Sunshine Law, all meetings of WorkNet Pinellas, Inc. and its committees are open to the public. Members of the public who wish to comment must submit a public comment card to the recorder prior to the designated Public Comment segment. XI. Open Discussion XII. Adjournment Workforce Solutions Committee February 12, 2019 One-Stop Committee February 21, 2019 Finance Committee February 26, 2019 Science Center Committee February 28, Collaborate. Innovate. Lead. careersourcepinellas.com

2 Approval of Consent Agenda Consent Agenda of Executive Committee Meeting 01/11/2019 Actions Approved At CareerSource Pinellas Executive Committee Meeting Any Board Member shall have the ability to request that an action be brought forth for discussion at the meeting. If no such request is made, the actions shall stand. 2

3 CareerSource Pinellas Consent Agenda of Executive Committee Meeting 01/11/2019 Actions Approved At CareerSource Pinellas Executive Committee Meeting This consent agenda will be presented for approval at the next Board of Directors meeting. Any Board Member shall have the ability to request that an action be brought forth for discussion at the meeting. If no such request is made, the actions shall stand. Date: Location: January 11, 2019, 2018 at 12:00 P.M. th Street North, Clearwater, FL, Call to Order Chairman Geller called the meeting to order at 12:00 P.M. There was a quorum present with the following Executive Committee members participating. Committee Members in attendance Jack Geller, Michael Glinter, John Howell, Karla Leavelle, Russell Leggette, Michael Meidel, Scott Wagman. Committee Members not in attendance Barclay Harless, David Fetkenher, Commissioner Gerard. Staff Present Jennifer Brackney, Don Shepherd, Steven Meier, Luna Clarke, Steven Blakey. Board Counsel: Charles Harris Trenam Law Chair s Report 1. The Chairman Report was distributed at the meeting as the Newsletter handout. (attachment 2) Action Items for Consent Consent Item 1. Approval of Minutes The minutes of the December 5, 2018 Executive Committee meeting were presented for approval. Motion: Russell Leggette Second: Michael Glinter Chairman suggested clarifying the minutes to fully explain why the Science Center building/property is being put on the market. Ms. Brackney specified that real property ownership does not align with the current strategic direction of the organization. Additionally, the organization has made a strategic decision to move away from providing direct training to be more aligned with the mission of the organization and policy guidance. The transfer of training programs is currently being discussed with accredited educational institutions. The minutes were approved as amended. The motion carried unanimously. Consent Item 2. Request for Proposals (RFP) Real Estate Services (attachment 1) The Science Center of Pinellas is located on seven acres in west Saint Petersburg; the 28,000 square foot space features a planetarium, observatory, Iguana Sanctuary and a 600-gallon marine touch tank. The property was acquired by WorkNet Pinellas Inc. dba. Science Center of Pinellas in May On November 29, 2018, the Science Center Committee discussed the future of the Science Center property, whether it aligns with the mission of the organization and whether CSPIN should continue to have real property ownership. The Executive Committee of the Board concurred and made a recommendation to endeavor to sell the Science Center property. Similarly, the Board of Directors came to a consensus on December 12, 2018 and supported the motion for CareerSource Pinellas to endeavor to sell the property. To this end, a request for proposals (RFP) for Real Estate Services has been developed to solicit bids from interested parties. A copy of the RFP is enclosed for review. 3

4 Motion: Scott Wagman Second: Michael Glinter The Executive Committee recommends approval to issue the Real Estate Services RFP. The motion carried unanimously. Discussion: At the request of the chairman, the 02/06/2019 Exec. Meeting has been upgraded to a Board of Directors meeting, to allow the full board to make a decision on the RFP selection. The Committee suggested allowing staff members to open the received RFP submissions, rate the bids accordingly and present the scores to the Board of Directors at the 02/06/2019 Board Meeting. The Board would make the final selection. An attachment of the RFP will be shared with the Board of Directors, to allow members to forward the document to any interested bidders. Other Administrative Matters None CEO s Report - Upcoming NAWB conference: four board members and four staff are scheduled to attend. - Several DEO training sessions are scheduled in the next few months to cover topics like: Performance Measures, Wagner-Peyser, SNAP and others. - Learning series presentations will be scheduled at upcoming board meetings and current events and positive news will be highlighted in the newsletter. - New DEO Executive Director: Ken Lawson was appointed by Governor DeSantis, to replace Cissy Proctor. - Career Ready discussions are in progress. We hope to transition these programs from the Science Center to SPC or PTC. Cyber Security program has transitioned to SPC, as of early January One Stop Operator will be providing Customer Service training to staff. They will also conduct a monitoring review of internal systems that will be presented to the Audit Committee and later on the BOD. - The Government shutdown is in its third full week and is now the longest such shutdown in U.S. history. Since Congress and the President have already signed federal funding bills, including Labor-HHS, the Department of Labor and WIOA funding is current for this fiscal year. However, SNAP and Welfare Transition may be impacted, if this shut down continues. We will continue to monitor any impact to local workforce boards. Public Comments None. Open Discussion - Discussion regarding next steps on several key assets located at the Science Center (the Iguana Sanctuary, the Observatory, and Touch Tank) should be brought forth to the Science Center committee for continued discussion and recommendation. - Concerning pending federal investigations, Counsel has supplied additional information requested by the various agencies. Counsel anticipates that investigators may wish to interview staff / board members in the future. Counsel invites anyone contacted for an interview to let him know. - Ms. Leavelle as chair of the Compensation Committee requested that an Employee Engagement Survey be conducted to determine organizational climate. To protect staff identities, the survey would be conducted by an outside third party, be anonymous, and the results would be submitted to the Chair of the Compensation Committee. The aggregated survey results would be shared with staff and the Board of Directors. 4

5 - Additionally, as discussed previously, board members will have the opportunity to complete the CEO Assessment. The purpose of this document is to provide Ms. Brackney mid-way through her contract with an overview of how the Board is viewing her performance. This document will be available soon. Each board member will have the opportunity to complete the document; the results will be aggregated and provided to Ms. Brackney for review. The focus of the document is on Mr. Brackney s leadership and organizational acumen during the first half of her contract. The results of the assessment will allow Ms. Brackney to make any mid-course corrections, if needed. This CEO Assessment will not be anonymous. Adjournment The meeting adjourned at approximately 12:34 P.M. Actions Approved At CareerSource Pinellas Executive Committee Meeting This consent agenda will be presented for approval at the next Board of Directors meeting. Any Board Member shall have the ability to request that an action be brought forth for discussion at the meeting. If no such request is made, the actions shall stand. 5

6 ACTION/DISCUSSION ITEMS 6

7 CareerSource Pinellas Board of Directors Minutes Date: Location: Wednesday December 12, 2018 at 11:45 AM th EpiCenter: Street N. Clearwater, FL Call to Order Chair Jack Geller called the meeting to order at 11:45 a.m. There was a quorum present with the following board members participating. Board Members in attendance Vivian Amadeo, William Apple (phone), Jody Armstrong, Candida Duff (phone), James England, Celeste Fernandez, David Fetkenher, Jack Geller, Commissioner Patricia Gerard, Michael Glinter, Barclay Harless, Andrea Henning, John Howell, Mark Hunt, Michael Jalazo, Carolyn King (phone), Samuel Kolapo (phone), Dr. William Law, Karla Leavelle (phone), Russell Leggette, Michael Logal, Kay McKenzie, Michael Meidel, Debbie Passerini, Rebecca Sarlo, Chad Simpson (phone), Amy Van Ness, Scott Wagman, Zachary White, Kenneth Williams (phone), Glenn Willocks. Board Members not in attendance Justin Bean, Jack Jarrell, Kim Marston. Staff in attendance Jennifer Brackney, Donald Shepherd, Steven Meier, Kirby Palkoner, David Miller, April Torregiante, Luna Clarke, Linsey Stiglic, Steven Blakey. Various team leads & program coordinators. Board Counsel Charles Harris Trenam Law Guests Whitney Creech Pinellas County Mark Puente Tampa Bay Times Chair s Report The Chair s report was provided in the form of the December Newsletter handout. Chairman and Ms. Brackney have recently met with Sheriff Gualtieri to discuss renewing the business relationship between their two organizations. Approval of Consent Agenda December 5, 2018 Executive Committee The consent agenda of the December 5, 2018 Executive Committee was presented for approval. Action/Discussion items listed were: - Approval of the 9/5/18 EC Minutes - Approval of Training Vendor: American Red Cross- Nurse Assistant Program - Program Year 18-19: Budget Modification 2 - Annual Performance Evaluation Stipend - Employee Health Benefits and Stipend - Recommendations from the Science Center (brought forth for a full board vote) Motion to amend the consent agenda to reflect the following: Employee Health Benefits and Stipend Discussion: Clarification that as opposed to cost effectiveness, members recommended that CSPIN better utilizes the resources currently being spent on health benefits, to provide more robust options for health insurance to employees. 7

8 Motion to amend the consent agenda as stated: Motion: Karla Leavelle Second: Scott Wagman Motion to approve the consent agenda as amended: Motion: Michael Glinter Second: Comm. Gerard The Board of Directors approved the consent agenda as amended. This motion carried. Action Item 1 Approval of Minutes The minutes of the October 31, 2018 Board of Directors meeting were presented for approval. Motion: Comm. Gerard Second: David Fetkenher The minutes were approved as presented. This motion carried. Action Item 2 Recommendations from the Science Center Committee Background: Loan: Effective December 12, 2014, a business loan was obtained for the principal amount of $700,000 with an interest at a rate of 4.650% per annum based on a year of 360 days. The proceeds of the loan were used to pay-off the remaining principal and interest of the mortgage payable existing at June 30, The payment terms require 59 regular payments of $4,511 each and one irregular payment of $585,710. The final payment will be due on December 10, 2019, and will be for all principal and all accrued interest not yet paid. As of December 1, 2018, the current balance on the Science Center property is $611,477. The current note-holding financial institution has offered the option to refinance for 15 years, at a 4% fixed rate. In addition, there is an equipment debt of $44,926. Update Information: Programs: The Science Center location offers services to customers in various capacities, including a general resource room in which job-seekers have access to computers to conduct searches. The center also offers special services such as Veterans Services, Welfare Transition Program, SNAP assistance and much more. Additionally, the center hosts the various CareerREADY programs, such as soldering, construction, mechatronics and robotics, as well as hospitality certifications. The Science Center is also a credentialed post-secondary Technical Training Center that specializes in preparation for the CompTIA Cyber security. The center also offers several services to youth, including STEM camps, STEME extension trips to Pinellas County Schools, Tampa Bay YouthBuild and WIOA Youth. Inspection: At the approval of the Board, the Science Center was inspected on August 29, 2018 by National Property Inspections and several points were identified as concerns including electrical, roofing and HVAC. Many of these issues are being addressed as a result. Pinellas County Electric has conducted the electrical repairs recommended by the inspectors. Staff has cleared the debris on the roof and roof repairs have been done to address the leaking areas. Johnson Controls has replaced the HVAC air filters and the expansion valves were quoted at $10,000. Staff is currently completing the plumbing work necessary to repair any leaks. In addition, there are several outstanding fire inspection issues that need to be addressed. Pest Control is also being addressed at the Tyrone location. Orkin is the contracted provider and service was started on October 23, Appraisal: At the approval of the Board, an appraisal of the Science Center of Pinellas property located in St. Petersburg, FL, was conducted in September 2018 by Tod Marr & Associates, LLC (Real Estate Appraisers & Consultants) with a final report submitted on October 5, The conclusion of the appraisal is as follows: Based on the available market data and following analysis, our opinion of the as is market value of the fee simple interest of the subject, as of the effective date of September 28, 2018, is estimated at $3,150,000. 8

9 Covenant: The Science Center Asset Purchase Agreement restricts how proceeds from the sale of the property can be spent. The document stipulates the following: 4.3 Post Closing Covenants. Buyer covenants and agrees that in the event Buyer determines to sell the Real Property post-closing due to continuing operating losses related to the Business, Buyer shall place excess funds remaining after the satisfaction of all obligations and liabilities related to the Business, including any reserve set aside to satisfy unknown liability as determined by Buyer, into a trust account to support STEM education. Discussion: Science Center Committee: On November 29, 2018, Science Center Committee members debated the future of the Science Center property, and whether CSPIN should continue to own the building. One suggestion was to convert the building into a community center, taking into account its attractions, such as the White Gardens, Planetarium, 600-gallon Touch Tank and Iguana Sanctuary. Were the location to be sold, there is also an opportunity for CareerSource Pinellas to serve the population in other areas of Pinellas County.The Committee further discussed the services provided to customers at the Science Center location, and how they fit into the mission of the organization. Members who have served on the committee over the years made the case that training programs were added at the location at the directive of state officials, because many disadvantaged job-seekers did not have access to formal educational institutions. At this time, Department of Economic Opportunity (DEO) would like to see a continued focus on sector strategy training programs. However, the preference seems to be for vendors to provide the training, rather than training being done in-house. It was noted that case management and wrap-around services would continue for students enrolled in training. As a result, Cybersecurity will transition to SPC in January Certain pre-vocational programs, such as soldering and mechatronics classes present an opportunity to partner with local training providers and colleges, to teach students accordingly. Other programs such as MOS certifications and other services offered in the resource room could re-locate to another center and continue to be provided to customers. It was also noted that several field trips have been reserved by Pinellas County Schools, to bring students on STEMe field trips, and that those obligations should be met. However, the STEM camps would continue through the end of the calendar year (December 2018). Motion: Scott Wagman Second: Mark Hunt The Board of Directors approved: 1. Continuing STEMe activities until the end of the program year (June 2019) or until the Science Center building is sold. 2. CareerSource Pinellas to endeavor to sell the Science Center property. This motion carried. Discussion Item National Association of Workforce Boards Forum NAWB represents approximately 550 Workforce Development Boards and their 12,000+ business members that coordinate and leverage workforce strategies with education and economic development stakeholders within their local communities, to ensure that state and local workforce development and job training programs meet the needs of employers. These investments in workforce development create a comprehensive system to provide America with a highly skilled workforce that competes in the global economy. NAWB is the only association that advocates for Workforce Development Boards. They work closely with policy makers in Washington, DC to inform national strategy as it relates to WDBs and their partners in education, economic development, labor and business. The Association hosts an annual forum in Washington D.C. that brings together leaders of business, labor, education, policymakers and other workforce stakeholders from across the country. The 2019 forum will be held in March, as follows: 2019 Forum March 23 26, 2019 The Washington Hilton: 1919 Connecticut Avenue, Washington DC Applicable costs: 9

10 Forum Registration: $800 thru Nov 9th th $925 after Nov 10 Hotel: $317/night (plus applicable fees & taxes) Airline: $300 - $400 (estimate) In anticipation of the high attendance, 8 registrations have been pre-filled for LWDB 14. In the past, board members have been invited to attend this conference as well as leadership staff. Registration, hotel and flight costs will be incurred by CSPIN. Action Item 4 Performance Evaluation for Jennifer Brackney: through Year in Review: During the calendar year of 2018, Ms. Brackney was thrusted into the position of Interim Executive Director for CareerSource Pinellas, due to the termination of CEO Mr. Peachey. Prior to his termination, Mr. Peachey had not set 2018 goals for Ms. Brackney, which should have occurred in December of In the first five months of the year, Ms. Brackney was the de facto director with the board relying on her as the point of contact for the board, media, and outside agencies. In May, the board named her the Interim Director. Though no written goals were given to Ms. Brackney, it was communicated that she was to keep the organization righted. The board recognized this was no easy task given the: intense media coverage that involved coordinating the responses to numerous freedom of information requests, multiple investigations being conducted at the state and federal level into the activities of Tampa Bay and Pinellas CareerSource, shared services arrangement between Tampa Bay and Pinellas CareerSource, which meant taking direction from the Pinellas board and negotiating with a reluctant and at times uncooperative counterpart at Tampa Bay, substantial turnover in the Pinellas board membership, and Poor morale within the employee base of Tampa Bay and Pinellas CareerSource. Over the course of 2018 the board recognizes the following attributes and achievements of Ms. Brackney. In the first five months of the year, Ms. Brackney demonstrated initiative and resourcefulness. She took up the mantel of leadership of CSPIN without being given the title or authority. She saw a void of leadership and filled it. During this time, she was responsible for coordinating 45 various board and committee meetings, all the while being accessible and forthcoming with needed information. It was those qualities that led the board to name her interim director. Navigating the separation of the two CareerSource organizations was fraught with challenges. Ms. Brackney moved the process forward deftly, ensuring that all legal aspects, (e.g. WARN), were adhered. Examples of the challenges she faced: Some management personnel resisted her directions; those situations were handled directly yet with grace. CSTB acting unilaterally setting a deadline to separate, effective July, only to recant and agree bilaterally on a September deadline. The first nine months of the year, Ms. Brackney demonstrated grace under fire while in the midst of crisis management, to include: 150 public records requests from the media and others, investigations with the DOL/DEO/OIG/FBI, which are on-going, and fallout from high profile employers discontinuing working with CSPIN, such as the Pinellas Sheriff s office. Ms. Brackney has shown organizational agility during this chaotic time. Though the organization has not been fully staffed, she and the CSPIN team have continued the mission of the organization, serving both employers and individuals. The work of the business services team has been without a director since the second quarter. Management of that team has been shouldered by Ms. Brackney and Mr. Shepherd. Additionally, with the separation of the two CareerSource organizations, there has been no finance or HR director. These positions were wisely filled with consultants until full-time employees could be recruited. 10

11 Restructuring and staffing the organization is a goal of Overall, the board has been pleased with Ms. Brackney s performance in It is that satisfaction that resulted in her being named CEO. Ms. Brackney s Self Review Though neither Mr. Peachey nor the Board gave Ms. Brackney written goals, she took it upon herself to complete a self-evaluation utilizing the standard CSPIN performance review. The standard review covers three areas: Soft skills Job related skills, and Goals The evaluation allows for a total of 300 weighted points. She gave herself 275 total points. The selfevaluation is attached. The compensation committee reviewed the self-evaluation and agreed with the individual and total scores and had no additional comments to the ones written by Ms. Brackney. Areas of Feedback As mentioned earlier, the board recognizes this has been a tumultuous year, and the behavior outlined below may be a condition of the past year. Composure During the course of the year, a few board members encountered defensiveness on the part of Ms. Brackney when questioned or challenged. This was not demonstrated in meetings but in oneon-one encounters. The board members recognize there will be differences of opinions between a member and the CEO. What the board wants to see is the CEO cool under pressure and not to be irritated or frustrated when met with resistance or blocked. Willing to State Position As the CEO, board members want to know what the CEO thinks, and believes is the best direction and why. Over the course of the year, Ms. Brackney has been adept at managing and mediating the many personalities on the board. This has been particularly true in committee meetings. She has been less forthcoming of her opinion on what the organization should do. A recent example mentioned is with the Science Center committee. As we move into 2019, it will be important for Ms. Brackney to share her vision and thoughts on decisions that will impact the organization long term. Motion: Karla Leavelle Second: Mark Hunt The Board of Directors approved that Ms. Brackney receive a five percent annual performance stipend. The amount is to be determined by utilizing her actual salary over the course of the year rather than her current salary. This motion carried. Other Administrative Matters None Committee Reports Ad Hoc Review Committee: The Ad Hoc Review Committee will host its first meeting, this afternoon at 1:00pm. This committee will review the recommended changes to the Interlocal Agreement with Pinellas County, as well as the CSPIN by-laws. The members are: Bill Apple, Jack Geller, Commissioner Gerard, Mark Hunt and Mike Meidel. Compensation Committee: The Compensation Committee met on 11/28 to discuss the Employee Performance Stipend, as well as the Health Benefits Stipend. Those two items were included in the consent agenda. The Committee met again on 12/05, to discuss and evaluate Jennifer Brackney s performance for the year Ms. Brackney s CEO goals for the year 2019 have not yet been established. nd Finance Committee: The Finance Committee met on 11/27 and approved the 2 Budget Modification for the PY This item, as well as the financial summary, was included in the consent agenda. The next Finance meeting is January 29, Workforce Solutions Committee: The Workforce Solutions Committee met on 11/13 and approved the American Red Cross as its newest Training Provider. The Committee also discussed the Training Provider Policy and requested that staff gather accreditation information on all current training providers doing business with the organization. The next meeting is scheduled for February 12,

12 One-Stop Committee: The One Stop Committee met on 11/15. A representative from Kaiser Group, our new one-stop operator, participated in the meeting and discussed their role within the organization. Kaiser rd Group will provide 3 party monitoring ahead of State monitoring to ensure that CSPIN is in compliance. As the operator, they will also maintain linkage between all one-stop partners and oversee our customer th satisfaction initiatives. In October 2018, CSPIN ranked 6 in the Governor s Placement report, with 1,020 placements. The next meeting is February 21, Science Center Committee: The Committee met on 11/29 and discussed the future of the Science Center property. As was discussed today, the Committee voted to endeavor to sell the center. However, STEM-E field trips will continue until the end of the program year, to satisfy our current obligations with Pinellas County Schools. The next meeting is scheduled for February 28, Open Discussion -Regarding the option to refinance the Science Center property, Board members commented that in the event that the building has not sold in a 6-month timeframe, or if there is no offer from interested parties at a price that the Board would consider acceptable, to re-consider the financing option presented by the bank. -Chairman suggests that Ms. Brackney obtain a written statement from the bank, elaborating on possible closing costs, taxes and other fees associated with the refinancing option. -Get clarification from the bank regarding origination, the assumable mortgage and what the time limit would be. -A request for proposals (RFP) for real estate services has been drafted, to solicit responses from brokers to put the Science Center property on the market. An Executive Committee could be scheduled in January 2019 to address/approve the document. Board members are invited to attend and participate. CEO s Report -Ms. Brackney introduced the current CSPIN leadership staff. -The Cyber Security program currently held at the Science Center will transition to SPC, in January Continued discussed with PTC and SPC to transition the Career READY programs, currently held at the Science Center, such as Soldering, Mechatronics and Construction. -The Board is sponsoring a meet-and-greet luncheon after this meeting, and will have a chance to meet the program coordinators. Staff Introductions CSPIN program coordinators and team leaders introduced themselves to the board of directors. Public Comments None Adjournment The meeting was adjourned at approximately 12:20 p.m. 12

13 Action Item 2 Request for Proposals (RFP) Real Estate Services Background: The Board of Directors motioned for WorkNet Pinellas Inc. to sell the Science Center property on December 12, On January 14, 2019, a request for proposals (RFP) for Real Estate Services was publicly released to solicit bids from interested parties. The proposals were due on January 31, 2019 at 2:00 p.m. In response to the RFP, a total of five proposals were received, one of which did not provide complete information as prescribed in the RFP. On February 1 st, a review panel consisted of staff members met to discuss their independent evaluations and rated each proposal based on the following criteria. Criteria for Selection CRITERIA WEIGHT FACTOR Requirements a. The response was received by the due date and time. MANDATORY b. The response was presented in the required format, all questions in this RFP answered, an original and the correct number of copies provided and a flash drive provided on which the response was saved. Experience of contractor and key staff that would be involved in 50 Points delivering these Real Estate Services as described in this RFP. Cost Reasonableness - The commission information reflects 50 Points reasonable costs for the staff and services as detailed in the Scope of Service. TOTAL SCORE 100 Points Below is a summary of the final scores of the proposals received: Proposer Score (Max. 100) Smith & Associates 91 Commercial Partners Realty 77 CBRE 77 CR Commercial Realty 65 Broderick & Associates Non responsive There was a consensus by the review committee to recommend entering into contract negotiation with Smith & Associates for the following reasons: The Broker & Managing Agent have a combined real estate experience of 45 years. Extensive approach to pricing and marketing methodology Detailed scope of work Recommendation: The review committee recommends entering into contract negotiations with Smith & Associates for Real Estate Services. 13

14 Action Item 3 Subsequent Local Workforce Area Designation and Continued Charter of CareerSource Pinellas under Workforce Innovation and Opportunity Act INFORMATION The Governor must designate Local Workforce Development Areas in order for the State to receive adult, dislocated worker, and youth funding under Title I, subtitle B of the Workforce Innovation and Opportunity Act (WIOA). Local Workforce Development Areas that received an initial designation may be granted a subsequent designation if, for the two most recent program years, the local area performed successfully and sustained fiscal integrity. The current designation is effective July 1, 2017 through June 30, CareerSource Pinellas has met or exceeded the levels of performance and sustained its fiscal integrity. The subsequent designation will cover for a two-year term, beginning July 1, 2019 through June 30, The attached will be submitted to the Pinellas Board of County Commissioners (BCC) for signature. The executed form is due to DEO by April 15, 2019 to document the official request made by the BCC and CareerSource Pinellas. RECOMMENDATION Approve the Local Workforce Area Designation and continued charter of CareerSource Pinellas under the Workforce Innovation and Opportunity Act (WIOA) law. 14

15 APPLICATION FOR SUBSEQUENT LOCAL WORKFORCE DEVELOPMENT AREA DESIGNATION NAME OF LOCAL AREA: LOCAL WORKFORCE AREA INFORMATION LWDB NUMBER: DATE OF SUBMISSION: CONTACT PERSON NAME: PHONE: ADDRESS: PERFORMED SUCCESSFULLY THE TERM PERFORMED SUCCESSFULLY MEANS THE LOCAL WORKFORCE DEVELOPMENT AREA MET OR EXCEEDED THE ADJUSTED LEVELS OF PERFORMANCE FOR PRIMARY INDICATORS OF PERFORMANCE FOR THE LAST TWO CONSECUTIVE YEARS FOR WHICH DATA ARE AVAILABLE, AND THE LOCAL AREA HAS NOT FAILED THE SAME INDIVIDUAL MEASURE FOR THE LAST TWO CONSECUTIVE PROGRAM YEARS. SUSTAINED FISCAL INTEGRITY THE TERM SUSTAINED FISCAL INTEGRITY MEANS THAT THE SECRETARY OF LABOR HAS NOT MADE A FORMAL DETERMINATION, DURING EITHER OF THE LAST TWO CONSECUTIVE YEARS PRECEDING THE DETERMINATION REGARDING SUCH INTEGRITY, THAT EITHER THE GRANT RECIPIENT OR THE ADMINISTRATIVE ENTITY OF THE AREA HAS MISEXPENDED FUNDS PROVIDED. BY SIGNING BELOW, THE LOCAL CHIEF ELECTED OFFICIAL AND THE LOCAL WORKFORCE BOARD EXECUTIVE DIRECTOR CERTIFY THAT THE LOCAL AREA HAS PERFORMED SUCCESSFULLY AND SUSTAINED FISCAL INTEGRITY FOR SUBSEQUENT DESIGNATION OF THE EXISTING LOCAL AREA. LOCAL WORKFORCE BOARD EXECUTIVE DIRECTOR NAME: SIGNATURE: DATE: 15

16 LOCAL CHIEF ELECTED OFFICIAL NAME AND TITLE: SIGNATURE: COUNTY: DATE: LOCAL CHIEF ELECTED OFFICIAL NAME AND TITLE: SIGNATURE: COUNTY: DATE: LOCAL CHIEF ELECTED OFFICIAL NAME AND TITLE: SIGNATURE: COUNTY: DATE: LOCAL CHIEF ELECTED OFFICIAL NAME AND TITLE: SIGNATURE: COUNTY: DATE: LOCAL CHIEF ELECTED OFFICIAL NAME AND TITLE: SIGNATURE: COUNTY: DATE: LOCAL CHIEF ELECTED OFFICIAL NAME AND TITLE: SIGNATURE: COUNTY: DATE: 16

17 Total Number of Board Members: Updated on: LOCAL WORKFORCE DEVELOPMENT BOARD 14 (LWDB) MEMBERSHIP No F. Name L. Name Areas of Representation Nominating Organization Gender Race Vivian William Jody Justin Candida James Celeste David Jack Patricia Michael Barclay Andrea John Mark Michael Carolyn Samuel William Karla Russell Michael Kim Kay Mike Debbie Rebecca Chad Amy Scott Zachary Kenneth Glenn Amadeo Apple Armstrong Bean Duff England Fernandez Fetkenher Geller Gerard Glinter Harless Henning Howell Hunt Jalazo King Kolapo Law Leavelle Leggette Logal Marston McKenzie Meidel Passerini Sarlo Simpson Van Ness Wagman White Williams Willocks Business Business Workforce Business Business Business GRO-Public Assistance Business Business GRED Business Business OS Partner- ETPC GRVRD OS Partner- ETPA Workforce Workforce-OSY Workforce- JobCorps Other Business WOJ Business Business Business GRED Business ETPA Business Business Business Workforce Workforce Business Tampa Bay Beaches Chamber of Commerce Refrigeration and AC Contractors Association Disability Achievement Center St Petersburg Chamber of Commerce Pinellas Economic Development Council Central Pinellas Chamber of Commerce FL Department of Children and Families Upper Tampa Bay Manufacturing Association Greater Largo Chamber of Commerce Pinellas County Economic Development Pinellas Economic Development Council St Petersburg Chamber of Commerce St Petersburg College President- Dr. Williams DOE-Vocational Rehabilitation Dr. Grego- PCS Superintendent Self Pinellas Opportunity Council Odle Management Self Manufacturing Extension Partnership Joint Apprenticeship Training Council CEO Leadership Forums Suncoast League of Cities Central Pinellas Chamber of Commerce Pinellas County Economic Development Goodwill-Suncoast Self St Petersburg Chamber of Commerce CFO Exchange Group St Petersburg Chamber of Commerce Self Teamsters Local Union 79 Tampa Bay Beaches Chamber of Commerce Female Male Female Male Female Male Female Male Male Female Male Male Female Male Male Male Female Male Male Female Male Male Male Female Male Female Female Male Female Male Male Male Male White/Hisp. White White White Other White White/Hisp. White White White White White White White White White Black Black White White White White White White White White White White White White White White White 17 Member Since 07/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /2018 End of Appointment 6/30/2020 6/30/2020 6/30/2020 6/30/2020 6/30/2019 6/30/2020 6/30/2020 6/30/2020 6/30/2019 N/A 6/30/2019 6/30/2019 6/30/2019 6/30/2019 6/30/2020 6/30/2019 6/30/2019 6/30/2019 6/30/2020 6/30/2019 6/30/2020 6/30/2019 6/30/2019 6/30/2020 6/30/2019 6/30/2019 6/30/2020 6/30/2020 6/30/2020 6/30/2020 6/30/2019 6/30/2020 6/30/2020

18 AREA(S) OF REPRESENTATION CODES BU Business WOLO Workforce-Labor Organization WOJ Workforce-Joint labor-management Apprenticeship Program WOD Workforce-Community-based Organizations representing Individuals with Disabilities (optional) WOV Workforce-Community-based Organizations representing Veterans (optional) WOY Workforce-Community-based Organizations representing Youth (optional) ETPA Education and Training Provider-Adult Education and Literacy ETPC Education and Training Provider-Institution of Higher Education ETPO Education and Training Provider-Other Providers (optional) GRED Government Representative-Economic Development GRES Government Representative-Employment Service GRVRD Government Representative-Vocational Rehabilitation GRO Government Representative-Other (optional) OTHER Other (please specific group/program being represented) (optional) GENDER CODES M Male F Female RACE/ETHNIC CODES W White (not Hispanic) B Black/African American (not Hispanic) W/H White and Hispanic B/H Black and Hispanic O Other OTHER CODES D Disabled individual OI Older individual V Veteran DEMOGRAPHICS CODES 18

19 Action Item 4 Approval of Amendments: Interlocal Agreement w/ Pinellas County and CSPIN By-Laws Background The Pinellas County Board of County Commissioners recommended revisions to the CSPIN Interlocal Agreement with the County, as well as to the CSPIN by-laws. An Ad Hoc Committee consisting of board members reviewed the recommendations and summarized the changes below. Summary of Changes to Interlocal Agreement: 1. Clarifies that CEO refers to the Chief Elected Official, which in our case is the Board of County Commissioners. Jennifer s position is referred to as the Chief Executive Official/Executive Director. 2. Requires an ad hoc selection committee for Chief Executive Official/Executive Director and for Legal Counsel. 3. Incorporates the County s nomination and appointment process. 4. Submission of documents that require Board of County Commissioners (BCC) approval must occur 120 days before the federal deadline, unless a shorter period is authorized by the BCC. 5. The audit firm must be selected by the full board, not by the audit or executive committee. 6. Specifies that performance and/or compliance audits are to be conducted by an independent firm or by the County s Division of Inspector General. 7. Changes membership of the Audit Committee to the CSPIN Chair, Vice Chair, Treasurer and two persons appointed by the BCC. 8. Specifies that the BCC can withdraw its approval for CSPIN to act as fiscal agent, administrative entity, one-stop operator, and/or direct service provider. Summary of Changes to Bylaws: 1. Moves most responsibilities from Executive Committee to the full Board of Directors. 2. Provides more details on Directors responsibilities. 3. Removal of categories of membership that are already defined in state and federal statutes. 4. Addition of an elected School Board member to the full Board of Directors. 5. Reduces size of Board to 31 members. (will be done by attrition) 6. Specifies that the BCC has authority to remove a Director from the Board. (there is an ongoing debate over whether this would stand up in court if ever put to the test). 7. Removes de facto resignation and replaces it with new attendance requirements. 8. Allows Treasurer to be selected from among the non-business members of the Board. 9. Further defines roles of the Audit Committee and Compensation Committee. 19

20 10. Formally creates an Ad Hoc Chief Executive Official/Executive Director and Legal Counsel Selection Committee. 11. Changes quorum from 33% to 40% plus 1 for the Board and key Committees. 12. Modifies consent agenda procedures to match current practice. 13. Increase notification time prior to Bylaws amendments. 14. Brings Indemnification section in line with Florida Statutes. Recommendation The Ad Hoc Review Committee recommends the approval of the amended Interlocal Agreement with Pinellas County as outlined. The Ad Hoc Review Committee recommends the approval of the amended WorkNet Pinellas dba. CareerSource Pinellas by-laws, as outlined. 20

21 AGREEMENT between PINELLAS COUNTY, FLORIDA and WORKNET PINELLAS, INC. DBA CareerSource Pinellas This Agreement iswas originally made and entered into on the day of ("Effective Date"), and subsequently amended, by and between Pinellas County, a political subdivision of the State of Florida, hereinafter referred to as the ("County"), by and through its Board of County Commissioners (CEO) and WorkNet Pinellas, Inc., a Florida nonprofit corporation, in its capacity as the workforce board created and existing under Chapter 445, Florida Statutes, hereinafter referred to as ( CSPIN ). WITNESSETH: WHEREAS, the Workforce Innovation and Opportunity Act of 2014, Public Law ("WIOA"), authorizes expenditures of federal funds for workforce development programs in areas of the state designated by the Governor as a Local Workforce Development Area; and WHEREAS, Chapter 445, Florida Statutes, "the Workforce Innovation Act of 2000" ("Workforce Innovation Act") further delineates the roles and responsibilities of all parties in the expenditure of federal funds for workforce development programs in such designated areas; and WHEREAS, Pinellas County, Florida has been designated by the Governor of the State of Florida as a Local Workforce Development Area and the Pinellas County Board of County Commissioners is designated as the Chief Elected Official (CEO) by the WIOA; and WHEREAS, the WIOA and Workforce Innovation Act require the chief local elected officials of each designated Local Workforce Development Area to establish a workforce development board and to appoint its members; and WHEREAS, CSPIN has requested and received certification as the Local Area Workforce Development Board by CareerSource Florida, Inc., the State of Florida Workforce Development Board; and 21

22 WHEREAS, the County and CSPIN previously entered into an Interlocal Agreement dated June 18, 2004, defining their respective duties and responsibilities ("Original Interlocal"), which agreement was subsequently amended ( Existing Agreement); and WHEREAS, the County and CSPIN desire to revise the terms of the OriginalExisting Agreement to define the scope of their relationship and their respective duties and responsibilities for the administration and operation of workforce programs within this Local Workforce Development Area, as provided herein. NOW THEREFORE, IN CONSIDERATION OF THE ABOVE AND THE MUTUAL COVENANTS HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Purpose: The purpose of this agreement is to establish and maintain a partnership to carry out the requirements of the WIOA, the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (Public Law ), Workforce Innovation Act (State Statute 445), applicable federal, state and local regulations including OMB circulars and future state and federal workforce initiatives and laws (together the Acts"). 2. Development of the Four Year Plan: Pursuant to the WIOA and in accordance with the requirements established by the Governor of the State of Florida, CSPIN shall develop the Four Year Plan and other plans, as required, and shall present said plans to the County for review and approval in a timely manner. Upon approval and execution of the plans by the County when required by the Acts, acting through the County Commission, or its designees, the plans will be submitted to the proper funding authorities by CSPIN. 3. Duties and Responsibilities of CSPIN: The County hereby designates CSPIN as the local subgrant recipient and local fiscal agent for all WIOA and workforce development programs operating within this Local Workforce Development Area (the "Program"). In that capacity, CSPIN shall act as its own administrative entity, and be responsible for all Program activities as required by the Acts, including and/or subject to the following: A. CSPIN shall employ personnel to carry out the effective and efficient operation of the Program and to provide necessary technical assistance to CSPIN, acting in partnership with the County as provided herein, including establishing an Ad Hoc Chief 22

23 Executive Official/Executive Director and Legal Counsel Selection Committee to screen and rank candidates, with the membership and specific duties to be determined in the bylaws; B. CSPIN shall organize and train such staff as necessary to conduct the functions and operations of CSPIN as provided herein; C. CSPIN, through the actions of said personnel, and as authorized, approved or directed by the CSPIN Board of Directors, shall: 1. Prepare planning documents required by applicable state and federal law and, after any required approval by the County, submit them to the appropriate funding authorities for approval; 2. Prepare and submit for approval by the County, an annual budget for the proper allocation and expenditure of all funds allocated to CSPIN, and report all budget modifications to the County on a quarterly basis or as otherwise agreed to in writing by the County and CSPIN; 3. Direct the receipt and expenditure, of funds in accordance with the Acts, this Agreement, approved local plans and budget, and/or all applicable Federal, State or Local Laws; 4. Execute contracts, subgrants and other agreements necessary to carry out the programs authorized by the Acts, including making the designation of the One Stop Operator, selecting and designating youth service providers, identifying and designating eligible providers of adult and dislocated worker core and training services, and maintaining a list of those providers with performance and cost information; 5. Reach agreement with the Governor on local performance measures; 6. Develop and implement policy and program procedures for program management, planning, operation, evaluation and other necessary functions; 7. Evaluate program performance and determine whether there is a need to reallocate program resources and to modify the grant agreement with the State of Florida; 23

24 8. Establish and maintain such committees as determined by this Interlocal Agreement and/or any additional committees directed by the CSPIN Board of Directors; 9. Establish and maintain in force agreements with each of the required local One Stop Partner agencies; 10. As the fiscal agent, collect, account for, invest and expend Program income generated by Program activities pursuant to the Acts, and State of Florida requirements, and approved CSPIN by-laws, procurement policies, finance and accounting policies and cash management policies; 11. Conduct oversight with respect to activities, programs and expenditures under WIOA and such other federal programs that assign responsibility for oversight over programs, activities and expenditures. Oversight shall include monitoring related to administrative costs, duplicated services, internal controls, career counseling, record maintenance and retention, economic development, equal access, compliance and accountability, and performance outcomes;. 12. Enforce all agreements and take action against any subrecipient or vendor for abuse in the programs in order to protect the funds and the integrity of the program, subject to final approval or ratification by the Audit Committee and the CSPIN Board of Directors; 13. Coordinate workforce investment activities with economic development strategies and develop employer linkages; 14. Promote private sector involvement in the statewide and local workforce investment system through effective brokering, connecting and coaching activities through intermediaries in the local area or through other organizations to assist employers in meeting hiring needs; 15. Develop and administer a system to hear and resolve all grievances or complaints filed by participants, subcontractors or other interested parties, subject to approval by the County, as required by the Acts, Regulations or State Laws, subject to approval by the County; and 16. Adopt and update corporate bylaws with input from and subject to approval by the County; 24

25 17. Comply with the Board of Directors nomination and appointment process established by the County; and 18. Perform any other functions as necessary or appropriate to meet its responsibility for the operation of the ProgramsPrograms; and Submit any and all documents requiring approval by, or agreement by, the CEO to the County in a timely manner but in no event less than 120 days prior to state or federal deadlines for submission, unless the County, through its County Administrator, has agreed in writing to a shorter review period. D. CSPIN shall have authority to seek, compete for and secure other sources of funding consistent with and in accordance with its purpose and for such other purposes as CSPIN may deem appropriate and necessary. E. CSPIN shall perform or cause to have performed internal audits and monitoring of all funds as required by the Acts and in accordance with the provisions of paragraph 6(c) herein; shall satisfactorily resolve any questions or problems arising from said audits and monitoring; and present audit and monitoring findings directly to the Audit Committee. F. CSPIN shall adopt such procedures to ensure compliance with applicable conflict of interest and public meetings laws. Members of the CSPIN Board of Directors shall ensure there is no conflict of interest in the actions of the CSPIN Board or its members with respect to all activities by complying with all disclosure, conflict of interest statutes, and other regulations and guidelines, as well as complying with all public record and meeting requirements, notifications and restrictions as prescribed by law. G. In order to exercise its independent Program oversight, CSPIN shall may serve as the one stop operator and/or a direct service provider of certain components or all components of workforce services if deemed necessary by the CSPIN Board of Directors and approved by the CEO. H. CSPIN shall promote and solicit participation by the business community in the Programs in order to maximize services to eligible residents of the area. I. CSPIN shall collect or have collected appropriate labor market information to determine business and industry needs for specific job categories in Pinellas County, J. CSPIN shall approve, in conjunction with the County, all plans as may be required under the Wagner Peyser (employment services) Act and any other Act or regulation for which CSPIN is responsible, as approved by the CEO. 25

26 K. CSPIN shall exert every reasonable and necessary effort to resolve disagreements between CSPIN and the County. L. CSPIN shall comply with all the filing and other requirements mandated by theapplicable Florida not-for-profit corporation statutes, and applicable IRS and Department of Labor regulations and filings. M. CSPIN shall accurately and timely complete and submit all assurances and certifications as required by the funding sources. N. CSPIN shall provide all information and reports to the County required herein or as otherwise agreed to in writing by CSPIN and the County. 4. Duties and Responsibilities of the County: The Board of County Commissioners is designated as the Chief Elected Official under the WIOA, and in the capacity as the local grant recipient shall have the following duties and responsibilities: A. Appoint and reappoint members to the CSPIN Board of Directors in a timely manner so as to maintain the minimum number of members required by CSPIN by-laws and as provided in the WIOA. B. Consult from time to time on a continuing basis with CSPIN as either party requests. C. Exercise approval authority, which will not be unreasonably withheld, over the budget adopted by CSPIN. D. Provide such Program oversight to ensure the effective and efficient delivery of all services as provided for in accordance with this Agreement, CSPIN's approved plans, and as defined in the WIOA. E. Review, make recommendations, and approve, in its reasonable discretion, all plans as may be required under the WIOA, Wagner Peyser Act and any other Act or regulation for which CSPIN is responsible. F. Take prompt corrective action as it determines appropriate in its reasonable discretion when necessary to comply with the Acts, or to assure that performance standards are met. 26

27 G. Ensure, in accordance with the plans and any other agreements with CSPIN, that adequate administration and management is provided for all funds and programs handled by CSPIN including, but not limited to, such activities as receipts and disbursement of funds, monitoring, evaluation and contracting. H. Exert every necessary and reasonable effort to resolve disagreements between CSPIN and the County. I. Appoint one of its members (a County Commissioner) to serve as a member of, and Second Vice-Chair, of the CSPIN Board of Directors. 5. Board of County Commissioners Strategic Goals The Pinellas County Board of County Commissioners has adopted within the Strategic Plan, economic objectives for the betterment of County residents. CSPIN supports the County s achievement of these goals as published by the County. 6. Financial Responsibility for the Program: As provided in the WIOA, the Board of County Commissioners of the County, as the Chief Elected Official, is not relieved of the liability for the misuse of grant funds by the designation of CSPIN as subgrantee and fiscal agent as provided herein, as authorized by the WIOA, and CSPIN agrees to the following, in order to provide assurances to and protection for the Chief Elected Official as to sound fiscal management of the Program in compliance with the Acts: A. Indemnification. Unless determined to be contrary to applicable law, CSPIN shall indemnify, pay the cost of defense, including attorneys' fees, and hold harmless the County, its officials and employees from all suits, actions or claims of any character brought on account of any injuries or damages received or sustained by any person, persons or property by or from CSPIN, its agents or employees; or by, or in consequence of any act or omission, neglect or misconduct in the performance of this Agreement; or on account of any act or omission, neglect or misconduct of CSPIN, its agents or employees; or by, or on account of, any claim or amounts recovered under the "Workers' Compensation Law" or of any other laws, by-laws, ordinance, order or decree, except only such injury or damage as shall have been occasioned by the sole negligence of the County. B. Insurance and Bond Requirements. CSPIN shall provide and comply with the insurance and bond requirements attached hereto and incorporated by reference herein as Exhibit A. 27

28 C. Audit Committee. An Audit Committee shall be established consisting of representatives of CSPIN and Pinellas County. The Audit Committee shall be responsible for: (i)(i) arranging and procuring the making recommendations to the Board of Directors on the selection of an independent auditor, including terms of engagement and compensation; (ii) overseeing the annual financial audit of any and all programs operated by CSPIN in compliance with the applicable OMB circulars, including selection of the audit firm and approving annual audit plans;.; (iii) reviewing the annual financial audit and recommending responses thereto to the Board of Directors. The audit firm shall be selected by the CSPIN Board of Directors and by the Audit Committee may only be terminated prior to the natural expiration of such audit firm s contract with CSPIN by the CSPIN Board of Directors or Executive Committee. If at any time CSPIN s by-laws are amended to remove the Vice-Chair position occupied by a County Commissioner from the Executive Committee, then the audit firm may only be terminated as provided herein by the CSPIN Board of Directors. The Audit Committee shall also be responsible for (ii) arranging and procuring performance audits and/or compliance audits as defined in Florida Statutes to be conducted by an independent firm or the Division of Inspector General, Pinellas County Clerk of the Circuit Court and Controller, as determined by the Audit Committee; (iii) conducting monitoring of activities, programs and expenditures under the WIOA and such other programs of CSPIN as determined by the Audit Committee; and (iiiv) completing such other interim or annual reviews and reports, whether conducted by an audit firm, entities expert in evaluation and/or monitoring of programs of CSPIN, or County staff, and reporting findings and making recommendations on corrective actions to the Board of Directors, as determined by the Audit Committee. The Audit Committee shall consist of the County Commissioner serving as Second Vice-Chair on the CSPIN Board, two members appointed by the Board of County Commissionersan Assistant County Administrator, one at large county staff person, CSPIN's Finance Committee Chair, and CSPIN's Treasurer. No staff member of either the County or CSPIN shall serve on the Audit Committee, but may serve as staff to the Committee.Executive Director. The County Administrator will select the Assistant County Administrator and the at-large county staff person to serve on the committee. CSPIN's Finance Director shall serve as primary staff to the Audit Committee. CSPIN shall be solely responsible for all costs, fees or expenses incurred in conducting any audits, reviews or monitoring required by the Audit Committee. D. Disallowed Cost Liability. CSPIN shall immediately notify the County of any notices, claims, actions or other communications asserting any claim or demand for disallowed costs from any federal, state or other agency or authority. CSPIN agrees to the County s participation in any proceeding, negotiation, or litigation to the extent the County deems necessary to protect its interests. In the event CSPIN is found responsible for any disallowed costs, through whatever means, CSPIN and the County will mutually work to 28

29 resolve all such disallowed costs. In the event that repayment of funds is demanded by the funding source, CSPIN will have first responsibility for repayment, through its insurance, bonds, grant or nongrant funds as allowed by the Acts. If CSPIN's insurance, bonds, grant or nongrant funds are insufficient for the demanded repayment, then any repayment obligation shall be determined as provided by the Acts. E. Withdrawal of Local Fiscal Agent, Administrative Entity, One-Stop Operator, or Direct Service Provider Approvals. During the term hereof, in the event that the County determines in its sole discretion that it is necessary to protect the interests of workforce programs within the local region or the County, after written notice to CSPIN, the County may withdraw its approval of CSPIN to act as the local fiscal agent, administrative entity, one-stop operator, and/or direct service provider(s) for workforce programs in the local region. The written notice shall specify the date the withdrawal of approval becomes effective. The County and CSPIN shall cooperate in securing alternatives parties to perform these function in accordance with applicable federal and state law and regulations. Withdrawal of an approval pursuant to this provision shall not constitute an Event of Default as defined in Sec. 7 of this Agreement. F. Additional Financial Assurances. During the term hereof, in addition to any other remedies provided by law, the Acts, or in this Agreement, in the event the County reasonably determines in its sole discretion that additional financial or performance assurances are necessary to protect the interests of the County, as the Chief Elected Officials, after written notice to CSPIN, the County may: (i) require CSPIN to withhold payments from its designated one stop operator(s) or service providers; (ii) require that all contracts, and payments thereon, provide for the retainage of a portion of payments due; (iii) make any appearances in any proceedings or conduct any reviews or examinations the County reasonably deems necessary; or (iv) post such security, as the County reasonably deems necessary, for the performance of any obligations as provided in the Acts or this Agreement. 7. Term and Termination: A. Term. The term of this Agreement shall commence on the Effective Date or the filing of this Agreement as provided in paragraph 12 herein, whichever occurs last, and continue through June 30, 2019, unless otherwise terminated as provided herein. Thereafter, this Agreement shall automatically renew for additional one-year terms commencing on July 1 and ending on June 30, unless either party provides written notice of its intent not to renew on or before March 1 of any extension period. B. Termination for Convenience. Either Pparty may terminate this Agreement, without cause, by giving one hundred fifty (150) days prior written notice of the termination hereof pursuant to this provision. 29

30 C. Termination on Default. 1. Each of the following shall constitute an Event of Default: (a) (b) The failure or refusal by either party to substantially fulfill any of its obligations in accordance with this Agreement, provided however, that no such default shall constitute an Event of Default unless and until the nondefaulting party has given prior written notice specifying that a default or defaults exist which will, unless corrected, constitute a material breach of this Agreement, and the.defaulting party has either corrected such default or has not cured the default(s), as determined by the nondefaulting party, to correct the same within thirty (30) days from the date of such notice; tthe written admission by CSPIN that it is bankrupt, or the filing by a voluntary petition as such under the Federal Bankruptcy Act, or the consent by CSPIN to the appointment by a court of a receiver or trustee or the making by CSPINontractor of any arrangement with or for the benefit of its creditors involving an assignment to a trustee, receiver or similar fiduciary regardless of how designated, of all or a substantial portion of CSPINontractor's property or business, or the dissolution or revocation of CSPIN's corporate charter. 2. Upon the occurrence of an Event of Default, the nondefaulting party shall have the right to immediately terminate this Agreement upon written notice to the party in default. D. Fiscal Nonfunding. In the event that sufficient budgeted funds are not available for a new fiscal period, the County shall notify CSPIN of such occurrence and the Agreement shall terminate on the last day of the current fiscal period without penalty or expense to the County. 8. Notice: Except as otherwise provided in this Agreement, any notice required or permitted to be given hereunder shall be delivered personally or sent by mail with postage pre-paid to the following addresses or to such other places as may be designated by the parties hereto from time to time. For CSPIN: Chief Executive Official/ Executive Director (Name?) For the County: County Administrator County Administrator (Name?) 30

31 Edward Peachy, President & CEO Mark Woodard, County Administrator th Street N., Suite Court Street, 6 th Floor Clearwater, FL Clearwater, FL Merger: It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes any and all oral agreements and/or negotiations between the parties relating to the subject matter thereof. All items referred to in this Agreement are incorporated or attached and deemed to be a part of this Agreement. 10. Modification: This Agreement may be modified by the mutual written consent of the parties thereto, in any lawful manner and consistent with the Acts, Regulations or any rule promulgated thereto. 11. Resolution of Disagreements: A. To facilitate the timely and effective resolution of any controversy or dispute that may arise under this Agreement, the Chairman of CSPIN and the County Administrator shall undertake negotiations to resolve the matter. To the extent the controversy or dispute cannot, after good faith effort, be resolved either party may refer the matter to non-binding mediation to be held within Pinellas County, Florida. The dispute will be mediated by a mediator chosen jointly by CSPIN and County within thirty (30) days after written notice demanding non-binding mediation by either party. Neither party may unreasonably withhold consent to the selection of a mediator, and CSPIN and County will share the cost of the mediation equally. The parties may also, by mutual agreement, replace mediation with some other form of non-binding alternate dispute resolution ("ADR") procedure. B. In the event that any claim, dispute or demand cannot be resolved between the parties through negotiation or mediation as provided herein within 60 days after the date of the initial demand for non-binding mediation, then either party may pursue any remedies as provided by law or this Agreement. 12. Independence of Terms: In the event any terms or provisions of this Agreement or the application to any of the parties hereto, person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provision to the parties hereto, persons or circumstances other than those as to which it held invalid or 31

32 unenforceable, shall not be affected thereby and every other term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by the Acts. 13.Filing of Agreement: This Agreement shall be filed with the Pinellas County Clerk of the Circuit Court and Comptroller as required by Sec (11) Florida Statutes. 14. Termination of Original Interlocal: This Agreement from the date of final execution supersedes all prior agreements between the parties and said prior agreements, including the Original Interlocal Existing Agreement between the parties are hereby terminated, except that such termination shall not be interpreted to excuse any liabilities which may accrue to CSPIN or its insurers for responsibilities to the CEO which arose during the term of the Existing Agreement. (Signature Page Follows) WORKNET PINELLAS, INC. DBA CareerSource Pinellas PINELLAS COUNTY, a political subdivision of the State of Florida, by and through its Board of County Commissioners By: Chair By: Chair ATTEST: KEN BURKE By: Deputy Clerk 32

33 ProLaw

34 BY-LAWS The provisions of this document constitute the By-Laws of WorkNet Pinellas, Inc., a Florida not-for-profit corporation, which shall be utilized to govern the management and operation of WorkNet Pinellas, Inc. for all purposes. SECTION I Name ARTICLE I NAME, SERVICE AREA, AND OFFICE LOCATION The name of the organization shall be WorkNet Pinellas, Inc. doing business as and hereinafter referred to as CareerSource Pinellas (or CSPIN ). SECTION 2 Service Area CareerSource Pinellas, serving as the Local Area Workforce Development Board by CareerSource Florida, Inc., the State of Florida Workforce Development Board, shall primarily serve the employers and residents of Pinellas County, Florida. Other geographical areas may be served as determined by the CareerSource Pinellas Board of Directors. SECTION 3 Office Location The official office location and mailing address shall be as determined by the Executive CommitteeBoard of Directors of CareerSource Pinellas. SECTION I Purpose ARTICLE II PURPOSE AND USE OF FUNDS The purposes for which CareerSource Pinellas is formed, and its business goals and objectives are as follows: A. To deliver customer-focused, value-added workforce solutions designed to meet the specific needs of customers, both employers and job seekers alike. B. To administer workforce programs and act as a fiscal agent and administrative entity as defined by the Federal Workforce Innovation and Opportunity Act (WIOA), authorized by the State of Florida, the U.S. Department of Labor, and as approved by in agreement with the Pinellas County Board of County Commissioners serving as the Chief Elected Official (CEO). C. To enhance the provision of workforce development services; increase the 34

35 involvement of the business community, including small and minority businesses, in workforce development activities; to increase private sector employment opportunities; and to ensure the economic health of the community. D. To place special emphasis on service to welfare recipients, economically disadvantaged adults and youth, dislocated workers, and individuals and employers needing workforce development services as identified in the CareerSource Pinellas strategic plan. SECTION 2 Use of Funds CareerSource Pinellas shall direct the receipt and expenditure of funds in accordance with the approved local plans and budget, and all applicable Federal, State or Local Laws. This shall be done in ways that will most effectively satisfy the labor demand needs of the residents and business community to enhance the economic well-being of the area. SECTION I Governing Body ARTICLE III - BOARD MEMBERSHIP CareerSource Pinellas shall be governed by a Board of Directors, to be appointed as provided herein. SECTION 2 Authority and Responsibilities of the Board All corporate powers shall be exercised by or under the authority of the Board of Directors, and the business and affairs of Career Source Pinellas will be managed under the Board s direction. The Directors general functions shall include: A. Establishing policies for the governance, administration and operation of CareerSource Pinellas; B. Exercising and fulfilling the specific powers and responsibilities as required under applicable law; C. Discharging their duties in good faith, with the care an ordinary prudent person in a like position would exercise in similar circumstances; The specific authorities and responsibilities of the Board shall include all authorities and responsibilities delegated to it by applicable federal, state and local laws, regulations, policies and mandates, and shall include: A. Adopting, amending or repealing the Articles or Bylaws; B. Electing and removing officers of CareerSource Pinellas; C. Ensuring accountable management of real and personal property of CareerSource Pinellas, including approval of the acquisition, conveyance, mortgaging, or encumbering property, and approval of material contracts on behalf of Career Source Pinellas; 35

36 D. Establishing policies, including monetary or other limits, within which administration and staff of CareerSource Pinellas may function independently; E. Approving rules and regulations for the administration of CareerSource Pinellas personnel, including approval of pay/compensation plans and employee benefits; F. Establishing and adopting policy for governance, administration and operation of the CareerSource Pinellas Board of Directors. F. Developing, ratifying and submitting or amending the local workforce plan pursuant to Public Law No WIOA and the provisions of Florida Statute , subject to the approval of the Pinellas County Board of County Commissioners; G. Coordinating agreements with the Pinellas County Board of County Commissioners that are necessary to designate the fiscal agent and administrative entity; H. Oversight of programs; I. Oversight of administrative costs; J. Oversight of performance outcomes; K. Identifying and selecting providers of training services, intensive services, youth providers and One-Stop Operators as necessary and applicable; L. Developing a budget, subject to the approval of the Pinellas County Board of County Commissioners, for purposes of carrying out the duties of the Board under applicable state and federal law; M. Oversight of the budget; N. Negotiating and reaching agreement on local performance measures; O. Coordinating the workforce investment activities with economic development strategies and developing other employer linkages with such activities; and P. Developing the Regional Targeted Occupations List. P.Q. Selecting, hiring and terminating the Chief Executive Official and General Counsel. SECTION 3 Authority of Individual Board Members Board members have authority over the affairs of CareerSource Pinellas only when acting as a Board of Directors legally in session. The Board shall not be bound in any way by any action or statement on the part of any individual Board member, except when such statement or action is taken when carrying out specific instructions by the Board of Directors of CareerSource Pinellas. SECTION 4 - Categories of Board Membership All the members of the Board of Directors of CareerSource Pinellas shall be appointed by the Pinellas County Board of County Commissioners in accordance with Federal and State legislation, regulations and policies, and consistent with such policies and/or procedures as 36

37 may be established by the Board of County Commissioners. Such appointments and shall be made from the following categories include: A. Representatives of business. These individuals shall constitute a majority of the membership of the Board, and shall be individuals; who are owners, chief executive officers, or other individuals with optimum policymaking or hiring authority, provide employment opportunities that include high-quality, work relevant training and development in in-demand industry sectors or occupations, and are nominated for these seats by local business, professional and trade organizations. B.A. Such other representatives as required or permitted by applicable federal and state law, regulations, and directives.not less than 20 percent shall be representatives;of local labor organizations nominated by local labor federations, member of a local labor organization or training director from a joint labor-management apprenticeship program, or if no joint program exists an individual from an apprenticeship program, MAY include community based organizations that have demonstrated experience and expertise in addressing employment needs of individuals with barriers, including organizations that serve veterans or individuals with disabilities, and out of school youth, C.B. Representatives of education and training shall include; providers administering adult education and literacy activities under WIOA title II, institutions of higher education providing workforce investment activities (including community colleges), MAY include local educational agencies and community based organizations with expertise in education and training of individuals with barriers to employment. D.C. Representatives of governmental, and economic and community development entities; economic and community development entities, State Employment office/wagner-peyser Act 29 U.S.C. 720 et seq, WIOA title I of rehabilitation act of 1973, MAY include agencies representing transportation, housing, public assistance, and philanthropic organizations. Representatives of entities or individuals as the chief elected official determine to be appropriate. E. All representatives must have optimum policymaking authority as defined in applicable federal and state law, regulations and directives. F. An individual may be appointed as a representative of more than one agency if the individual meets all criteria for such representation. If an individual represents more than one membership area, he or she must be appropriately nominated by the organization or entity he or she will represent and must have optimum policymaking authority within each agency represented. This shall be determined by the Pinellas County Board of County Commissioners. G.D. A representative with optimum policymaking authority is an individual who can reasonably be expected to speak affirmatively on behalf of the entity he or she represents and to commit that entity to a chosen course of action. H. Nominees shall represent the urban and suburban nature of Pinellas County as well as the demographic, ethnic, and gender characteristics reflective of the County. 37

38 I.E. J.F. The Chairman of the Pinellas County Board of County Commissioners or his/her designee from the Board of County Commissioners, shall fill one of the mandatory seats on the Board as appropriate and as established by Federal and State legislation, regulations and/or policies. [An elected City official or A School Board Member appointed by the Board of County Commissioners shall fill a seat on the Board.] SECTION 5 Appointment of Board Members A. Members of the CareerSource Pinellas Board of Directors shall be appointed by the Pinellas County Board of County Commissioners subject to the provisions of WIOA and its regulations, and pursuant to the Florida Workforce Innovation Act and policies established by the Governor for the State of Florida. The maximum number of Board members and the categories of membership shall conform to Federal and State legislation, regulations and policies [but no more than 31 Directors shall be appointed to serve on the Board]. B. The CareerSource Pinellas Board may make recommendations regarding nominations to the Pinellas County Board of County Commissioners. Such nominations shall be in accordance with the nomination process set forth in the governing statutes and the policies established by the Pinellas County Board of County Commissioners. Appointments to the Board shall be at the discretion of the Pinellas County Board of County Commissioners. C. Members of the Board shall serve at the pleasure of the Pinellas County Board of County Commissioners. The Pinellas County Board of County Commissioners shall have the authority to remove a Director from the Board when it determines that the best interests of the workforce program will be served. SECTION I Terms of Membership ARTICLE IV BOARD OF DIRECTORS A. Members of the Board shall serve for fixed and staggered terms of two years with the exceptions described within these By-Laws. B. In accordance with the federal law and Florida State law, whenever a mandatory seat on the Board must be filled by an individual occupying a specific position in an organization, agency or institution, their term of office shall not expire except and unless the federal or state statute is amended to exclude the position. C. If a member resigns prior to the expiration date of his/her term in office, nominations for filling the vacancy shall be made to the Pinellas County Board of County Commissioners in the same manner as is described within these By-Laws. Upon appointment, the new member shall serve the 38

39 unexpired term of the member whose vacancy he/she is filling. D. The Chairman of the Pinellas County Board of County Commissioners, or his or her designee, [and the elected city or school board official] is [are] not subject to the Board membership term limits limitations specified herein. SECTION 2 Resignation A member may resign his or her membership on the CareerSource Pinellas Board at any time by submitting a resignation in writing to the Chair or President & CEOChief Executive Official/Executive Director. In the case of the resignation of the Chair, a resignation shall be submitted in writing to the Chair Elect or President & CEOChief Executive Official/Executive Director. A resignation shall become effective upon the date specified in such notice, or, if no date is specified, upon receipt of the resignation by the Chair. After ttwo consecutive absences, or tthree (3) consecutive absences in a fiscal year from regularly scheduled meetings of the CareerSource Pinellas Board without an excuse approved by the Chair the Chief Executive Official shall notify the offending director to determine whether that individual wishes to resign their seat on the Board and to notify them that any further unexcused absence in the fiscal year shall constitute a de facto resignation grounds for removal of the Board member under Section 3D. The Chief Executive Official shall also notify the Board of County Commissioners of such occurrence. For members of committees that are not defined persons identified to be members of such a committee by title or position, tthree (3) consecutive absences from regularly scheduled committee meetings of CareerSource Pinellas, without an excuse approved by the committee chair, shall constitute a de facto resignation of the committee member from that committee. De facto resignation from a committee will not impact the individuals' membership on the Board or membership on other committees. SECTION 3 Revocation of Membership The Executive CommitteeBoard of Directors may, by a two-thirds affirmative vote at a meeting where a quorum has been established, recommend revocation of membership to the Pinellas County Board of County Commissioners for the following reasons: A. Should a Board member cease to represent the category to which they were appointed to fill on the Board through change in status; B. Disability, illness or inability to perform their duties on the Board; or C. Unethical or illegal practices or actions., or D. Failure to carry out duties, responsibilities, and functions of a Board member as defined in federal and state law, regulations, and these Bylaws. SECTION 4 Notification of Vacancies The Chair of the Board will notify the Board of County Commissioners when vacancies occur through written correspondence with the Commissioner assigned to serve on the 39

40 board of directors, the Board of County Commissioners, and any other party designated in writing by the County, and will annually submit written notification of all vacancies at the beginning of each fiscal year. ARTICLE V - BOARD OFFICERS The Officers of CareerSource Pinellas shall consist of a Chair, a Chair Elect, a Vice Chair, a Secretary and a Treasurer. The Chairman of the Pinellas County Board of County Commissioners, or his/her designee from the Board of County Commissioners, shall occupy the Vice Chair position. SECTION 1- Election of Officers The Chair, Chair Elect, Treasurer, and Secretary of the CareerSource Pinellas Board shall be elected as follows: A. The slate of Officers shall be recommended to the CareerSource Pinellas Board of Directors by the Ad-Hoc Nominating Committee and selected based upon a majority vote of the quorum present at the annual meeting at which the slate is presented. B. The annual meeting at which the slate of Officers shall be elected shall take place in June or on a date as otherwise set by the Board, and the Officers shall take office in July. C. The CareerSource Pinellas Chair, and Chair Elect and Treasurer shall be selected from among the representatives of the private sector Board members. SECTION 2 Duties of Officers A. Duties of the Chair shall include: Presiding at all meetings of the CareerSource Pinellas Board of Directors; Serving as chair of the Executive Committee; Making all committee chair appointments; Calling special meetings of the Board; Establishing Ad-Hoc Committees as deemed necessary to conduct the business of the Board and make appointments thereto; Serving as a member of the Executive Committee; Serving as a member of the Audit Committee: and Performing all duties incident to the office of Chair. B. Duties of the Chair Elect shall include: Presiding over meetings in the absence of the Chair; 40

41 Serving as a member of the Executive Committee; and Performing all duties incident to the office of Chair in the absence of the Chair. C. Duties of the Treasurer shall include: Serving as a member of the Executive Committee; Serving as a member of the Audit Committee; Serving as Chair of the Finance Committee; and Making a report on the financial status at each regular meeting of the Board. D. Duties of the Secretary shall include: Serving as a member of the Executive Committee; Signing all bank resolutions; and Reviewing all Board minutes prior to official adoption by the Board of Directors. E. Duties of the Vice Chair shall include: Presiding over meetings in the absence of the Chair and the Chair Elect; Serving on the Audit Committee; and Serving on the Executive Committee. Ensuring compliance with the inter-local agreement. SECTION 3 Terms of Office The term of office for the Chair, Chair Elect, Secretary and Treasurer of CareerSource Pinellas shall be for one (1) year, from July 1 through June 30. CareerSource Pinellas Officers may serve two consecutive terms of one year each in the same office, if re-elected, provided that the time in office does not exceed the limits of their term of membership on the Board. After two consecutive terms, the Officer shall then step down from their position for a minimum of one year, although they may continue to serve as CareerSource Pinellas Board members, or in other offices. The Vice Chair is not subject to the Officer term limits specified herein. SECTION 4 Vacancy in One of the Officer Positions If a vacancy in any office but the Chair occurs due to the illness, resignation, etc. of the Officer elected, a replacement shall be elected to serve the unexpired term of office at the next regularly scheduled Board meeting. If the office of Chair becomes vacant, the Chair 41

42 Elect will assume the office of Chair. ARTICLE VI COMMITTEES SECTION 1 Standing Committees The Standing Committees of CareerSource Pinellas shall be the Executive Committee, the One Stop Committee, the Workforce Solutions Committee, the Finance Committee, the Science Center Committee, and the Audit Committee. In addition, there may be such ad hoc committees as determined necessary by the Chair or as specified in these Bylaws. Other than those committees required by law, CareerSource Pinellas may vote to expand or combine Committees as appropriate for the efficient operation of the business of CareerSource Pinellas. SECTION 2 Terms of the Executive Committee members and Committee Chairs CareerSource Pinellas Officers, at-large Executive Committee Members and Committee Chairs may serve in those positions for two consecutive terms of one year each, if reelected or re-appointed and shall then step down from their position for a minimum of a year, although they may continue to serve as CareerSource Pinellas Board members, or in other offices. SECTION 3 General Committee Membership A. A committee member, with the exception of an Executive Committee member, may designate an alternate in writing who shall have the powers, including voting, of the committee member when that alternate attends committee meetings in lieu of the committee member. No member or delegate may vote through proxy other proxy voting is allowed. B. CareerSource Board members shall comprise a majority of each committee except as otherwise provided in these Bylaws. C. The Chair of any standing committee with the exception of the Executive Committee, at his/ her discretion, may appoint board and non-board members to serve on the committee except as otherwise provided in these Bylaws. D. Non-board committee members shall serve for a two-year term from their appointment date. Terms are renewable for additional two-year periods at the discretion of the committee chairperson or appointing authority. SECTION 4 Executive Committee Membership, Duties and Responsibilities 42

43 CareerSource Pinellas shall have an Executive Committee consisting of the Officers, the Chairs of the Standing Committees, Past Chair, and up to five at-large members appointed by the Chairperson. The Executive Committee shallmay meet; (i) only in months when the full Board of Directors does not meet and time is of the essence in taking any action; (ii) in emergency situations where the failure to act would result in irreparable harm to persons or workforce program continuity, and the full Board of Directors cannot be convened. The Executive Committee shall have and exercise the authority of the Board of Directors in the governance of the affairs of CareerSource Pinellas with the exception of (i) adopting, repealing, or amending the Articles, the Interlocal Agreement or these By-Laws; (ii) approval or modification of the annual budget; (ii) approval or amendment of the 4 year or other plans required by the WIOA; (iii) acquisition or conveyance of real estate; (iv) pledging, mortgaging, or encumbering real property, or pledging or encumbering personal property other than in the ordinary course of business for expenditures included in the line item budget and/or pre-approved by the Board of Directors; (v) staff pay or compensation plans; (vi) approval or amendment of the CSPIN administrative code/governing policies, including purchasing and financial policies; (vii) approval of the annual financial audit and responses thereto, as well as the early termination of the audit firm; (viii) hiring, disciplining, and discharging the Chief Executive Official/executive director and legal counsel. Any items approved by the Executive Committee will appear as consent agenda items at the next meeting of the full Board of Directors. Such consent agenda items will be distributed to board members at least 72 hours prior to the Board meeting date and time. Delegation of this authority to the Executive Committee shall not relieve the Board of Directors or any individual Director of any responsibility imposed on it, or him or her, by the Bylaws or by any applicable law. Duties of the Executive Committee shall also include, but are not limited to: Reviewing qualifications of individuals nominated to serve on the Board of Directors and forwarding nominations with recommendations and rationale for appointment or nonappointment to the Board of Directors for action. If approved by the Board, the nominations shall be submitted to the Pinellas County Board of County Commissioners for its consideration; The Executive Committee shall also be responsible for pplanning, conducting and/or recommending Board Member development or in-service activities. Approving the early termination of a previously selected Audit firm, before the natural end date of the firm s contract. SECTION 5 One Stop Committee Membership, Duties and Responsibilities The One Stop Committee shall be chaired by a Board Member appointed by the Board Chair and shall consist of those members deemed appropriate and appointed to the committee by the One Stop Committee Chair. The One Stop Committee shall be responsible for advising the Board of Directors on matters related to the following 43

44 committee areas of oversight: Providing assistance with planning, operational and other issues relating to the onestop delivery system; Providing assistance with planning, operational, and other issues relating to the provision of services to youth; Providing assistance with planning, operational and other issues relating to the provision of services to indivdiualsindividuals with disabilities; Reviewing the plans and services of other agencies and one-stop partners with the intent to improve coordination of services; Reviewing customer survey feedback to ensure customer input is made part of the plan of service; Reviewing the enrollment and training of individuals under the Workforce Investment Act; Reviewing the services delivered to welfare transition customers; Reviewing services and programs delivered to recognized target groups; Reviewing the operation and performance of any grants or other funding received; Reviewing periodic reports on performance in accordance with the committee s annual strategic plan; and Planning for future changes and improvements to the one-stop system. SECTION 6 Workforce Solutions Committee Membership, Duties and Responsibilities The Workforce Solutions Committee shall be chaired by a Board member appointed by the Board Chair and shall consist of those members deemed appropriate and appointed to the Committee by the Workforce Solutions Committee Chair. The Workforce Solutions Committee shall be responsible for: Reviewing and recommending approvingal of the services and programs delivered to employers; Reviewing and recommending approvingal of training vendor applications and other actions pertaining to training vendors; Reviewing periodic training vendor performance reports; Reviewing the region s activities related to targeted industries; Creating and maintaining the regional targeted occupations list; and Reviewing and recommending approvingal of the Board s partnerships with economic development organizations and other business associations in accordance with the committee s annual strategic plan. SECTION 7 Finance Committee Membership, Duties and Responsibilities The Finance Committee shall be chaired by the Treasurer, and shall consist of those members deemed appropriate and appointed to the Committee by the Treasurer. The Finance Committee shall be the Committee of the Board charged with oversight responsibilities regarding the fiscal affairs of the Agency. The Committee s responsibilities shall include, but are not limited to: Reviewing a draft of the annual budget and submitting the tentative annual budget, 44

45 along with a recommendation, to the Board of Directors for action; Reviewing and recommending approvingal of all subsequent modifications to the budget; Reviewing the annual audit and accompanying management letters with agency responses and forwarding any recommendations to the Board of Directors; Providing financial oversight through review of financial monitoring reports and forwarding any recommendations to the Board of Directors; Reviewing the agency s periodic financial statements and report on the organizations financial status at each meeting of the of the Board of Directors and of the Executive Committee; and Serving on procurement review panels at the request of the President and CEO Chief Executive Official/executive director and/or CFOCFO/finance director. SECTION 8 Audit Committee Membership, Duties and Responsibilities The Audit Committee shall consist of the County Commissioner serving as the Vice-Chair on the CareerSource Pinellas Board of Directors, two members appointed by the Board of County Commissioners, the Chair of the CareerSource Pinellas Board of Directors, and the CareerSource Pinellas Treasurer.. No staff member of either the County or CSPIN shall serve on the Audit Committee, but may serve as staff to the Committee. CSPIN's Finance Director shall serve as primary staff to the Audit Committee.. The Audit Committee shall be responsible for: Arranging and procuringmaking recommendations to the Board of Directors on the selection of an independent auditor, including terms of engagement and compensation; Overseeing the annual audit of any and all programs operated by CareerSource Pinellas in compliance with OMB Circular A-133, including the selection of an audit firm and approving annual audit plans; Reviewing the annual Financial audit and recommending responses to any adverse findings thereto to the Board of Directors; Authorizing and procuring Performance audits or Compliance audits as defined by Sec 11.45, Florida Statutes, to be performed by independent firms or the Division of Inspector General, Clerk of the Circuit Court and Controller, subject to ratification by the Board of Directors; Reviewing audits and reports on the monitoring of activities, operations and expenditures under the programs operated by CareerSource Pinellas and reporting findings and making recommendations on corrective actions to the Board of Directors; and Reviewing such other interim or annual reviews and reports, whether conducted by an audit firm, entities expert in evaluation and/or monitoring of CareerSource Pinellas programs or county staff as determined by the Audit Committee and reporting findings and making recommendations on corrective actions to the Board of Directors. SECTION 911 Ad-Hoc Nominating Committee Duties and Responsibilities 45

46 The Chair of CareerSource Pinellas shall appoint the Chair and members of the ad-hoc Nominating Committee from among the membership of the Board. The Vice Chair and Chair Elect shall serve as members of the Committee. The responsibilities of The Nominating Committee shall include: Meeting prior to the fourth quarterly or annual board meeting to select a slate of Officers to be presented to the CareerSource Pinellas Board at the annual meeting; and Reviewing Board members length of service and recommending renewal of membership to the Executive Committee as appropriate. May advise the Chair Elect on appropriate candidates for Executive Committee membership and Committee chairs. SECTION 102 Ad Hoc Science Center Committee Membership, Duties and Responsibilities The Science Center Committee shall be chaired by a Board Member appointed by the Board Chair and shall consist of those members deemed appropriate and appointed to the committee by the Science Center Committee Chair. The Science Center Committee shall be responsible for: Providing assistance with planning, operational and other issues relating to the Science Center of Pinellas Providing assistance with planning, operational, and other issues relating to the provision of STEM programs; Reviewing services delivered to individuals enrolled in employability skills programs Reviewing the operation and performance of any grants or other funding received; Reviewing periodic reports on performance in accordance with the committee s annual strategic plan; and Providing oversight of STEIC Science Center Information Technology education programs SECTION 113 Ad Hoc Compensation Committee Membership, Duties and Responsibilities The Compensation Committee shall be chaired by a Board member appointed by the Board Chair and shall consist of those members deemed appropriate and appointed to the Committee by the Compensation Committee Chair. The Compensation Committee shall be responsible for: Reviewing and evaluating employee performance review process Reviewing, evaluating and making recommendations to the Board of Directors relating to the approval of employee pay and compensation plans Reviewing and evaluating employees benefits programs and implement necessary changes and making recommendations to the Board of Directors relating to the approval of these programs Evaluating and approving training policies to ensure that employees meet the necessary requirements under the Workforce Investment and Opportunity Act 46

47 Providing assistance with planning, operational and other issues relating to the provision of fair labor practices in the workplace Meeting at least annually and reporting findings and recommendations to the Board of Directors at the annual meeting. SECTION 12 - Ad Hoc Chief Executive Official/Executive Director and Legal Counsel Selection Committee Membership, Duties and Responsibilities The Ad Hoc Chief Executive Official/Executive Director and Legal Counsel Selection Committee shall be constituted whenever there is a vacancy for the CareerSource Pinellas executive director or legal counsel positions. The Committee shall consist of five members, including the Board of County Commissioner s member serving as the Vice-Chair, the CareerSource Pinellas Chair, Pinellas County Economic Development Department Board Member, [elected city or school board member], and one member (or 2) appointed by the Chair. The Chair shall designate the chair of the Committee. CSPIN and County staff may serve as staff to this Committee. The Committee shall be responsible for: Reviewing, evaluating and/or establishing, updating or revising the executive director qualifications and job description, and the legal counsel qualifications, subject to approval of the Board of Directors Establishing the recruitment process for these positions, subject to approval of the Board of Directors Screening and ranking applications for the executive director position and proposals or applications for legal counsel for submittal to the Board of Directors for final approval and hiring ARTICLE VII - MEETINGS SECTION 1 Notice, Minutes, etc. A. Regular meetings of CareerSource Pinellas Board and Committees of the Board shall be held at a place to be determined by the members, at such times and as often as they may deem necessary. B. The President & CEOChief Executive Official/executive director or his/her designee shall send written notice of each Board and Committee meeting to the members at such times and as often as they may deem necessary. C. The public shall be informed of Board and Committee meetings through notice(s), which shall state the purpose of the meeting, the time and the place. Special meeting notices shall state the purpose of the meeting and whether it has been called by the Chair or by petition. D. All Board and Committee meetings shall be subject to the Sunshine and Open Meeting Laws of the State of Florida. E. The CareerSource Board may allow one or more members to participate in Board and Committee meetings by telephone or other types of communications technology in accordance with state law and provided that access be given to the public at such meetings through the use of such devices as a speaker telephone that would allow the absent member or members to participate in discussions to be heard by other board members and the public to hear discussions taking place during the meeting. 47

48 F. Special meetings of members may be called at any time by the CareerSource Pinellas Chair or by a petition signed by not less than twentyfive percent (25%) of the membership of the CareerSource Pinellas Board, setting forth the reason for calling such a meeting. G. CareerSource Pinellas committees shall meet at the call of the Committee Chair, the Committee Vice Chair or the CareerSource Pinellas Board Chair. H. Minutes shall be kept of all Board and Committee meetings. Minutes shall be reviewed and approved at the next CareerSource Pinellas Board or Committee meeting as appropriate. The official minutes of meetings of the Board and Committees of the Board are public record and shall be open to inspection by the public. They shall be kept on file by the Board Secretary at the administrative office of CareerSource Pinellas as the record of the official actions of the Board of Directors. SECTION 2 Limitation on Participation Participation in Board meetings and Executive Committee meetings shall be limited to members of the Board, Committees and staff with the following exceptions: A. Regularly scheduled agenda items that call for reports or participation by non- members. B. A time shall be set on the agenda for the receipt of public comment. SECTION 3 Parliamentary Procedures When parliamentary procedures are not covered by these by-laws, Robert's Rules of Order, Revised, shall prevail. SECTION 1 Quorum ARTICLE VIII QUORUM AND VOTING A. A quorum of the Board shall consist of one-thirdforty percent (3340%) plus one of the Board membership. B. A quorum of the Executive Committee, the Finance Committee, and the Ad Hoc Executive Director and Legal Counsel Selection Committee shall consist of one-thirdfifty percent (335040%) plus one of the Executive Committee members. C. Except for the Executiveabove Committees, the number of Committee Members present for a committee meeting shall constitute a quorum for the purpose of conducting the business of the Committee. D. Board members participating by telephone or other types of communications technology will be included as part of the quorum as a quorum does not have to be physically present to conduct business. 48

49 SECTION 2 Voting and Related Party Contracts A. Any action that may be taken by the CareerSource Pinellas Board of Directors or a committee of the Board shall be considered the act of the Board or Committee only if the action is taken by an affirmative vote of the majority of the members in attendance at a meeting where a quorum has been established. B. Each member of the CareerSource Pinellas Board of Directors shall have one (1) vote when present at a meeting of the Board, whether in person or by phone or other type of communication technology. Members may not vote by proxy. C. Voting privileges of non-board members selected to serve on a committee are limited to that committee. D. A member of the Board who is present, either in person or by other communication means, at a meeting of the Board or a committee of the Board at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent is declared and entered in the minutes of the meeting E. When an issue presents a possible conflict of interest to a member, said member shall disclose the conflict of interest and shall abstain from voting on said issue. A conflict of interest is any matter which has a direct bearing on services to be provided by that member or any organization which such member directly represents, or any matter which would financially benefit such member or any organization such member represents. F. Contracts awarded to members of the CareerSource Pinellas Board of Directors shall require a 2/3 affirmative vote of the quorum in attendance at the Board meeting. G. A Board member acting as presiding Officer at a meeting of the Board or a Committee of the Board held pursuant to these By-Laws shall be entitled to vote on the same basis as if not acting as the presiding Officer. H. Any item considered, voted on and approved by a committee of the CareerSource Pinellas Board of Directors, excluding approval of meeting minutes and adjournment of meeting, shall be brought forth to the Executive CommitteeBoard of Directors for consideration at its next meeting. SECTION 3 Consent Agenda As soon as practicable following a meeting of the Executive Committee, minutes of the meeting shall be transmitted to Members of the Board of Directors. Any Board Member shall have fiveseven (57) business days (Monday through Friday except for CareerSource Pinellas holidays) from receipt of the minutes within which to request that an action of the Executive Committee be brought before the full Board. If no such request is made, the action of the Executive Committee shall stand.all actions of the Executive Committee are to be brought before the full board as a consent agenda at their next scheduled meeting. Consent agenda items are to be distributed to the full board at least 72 hours prior to the board meeting date and time. 49

50 ARTICLE IX - AMENDMENTS These By-laws may be amended or replaced by vote of the CareerSource Pinellas Board, subject to approval by the Pinellas County Board of County Commissioners. Action by the CareerSource Pinellas board shall be by an affirmative vote of two-thirds of the membership of the CareerSource Pinellas Board, after notice, which shall specify or summarize the changes proposed to be made. Such notice shall be made no less than sevenfive (75) business days prior to the meeting at which such amendment or repeal is acted upon. ARTICLE X - GENERAL PROVISIONS Nothing in these By-laws shall be construed to take precedence over federal, state or local laws or regulations, or to constrain the rights or obligations or the units of the local elected officials or governments party to the consortium agreement. ARTICLE XI - INDEMNIFICATION SECTION I Indemnification of Board Members CareerSource Pinellas, Inc. shall may indemnify any CareerSource Pinellas Board memberdirector, staff person, Officer, or former CareerSource Pinellas Board memberdirector, staff person, or Officer for expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a CareerSource Pinellas Board member, staff person, or Officer, except in relation to matters in which he or she was adjudged, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of his or her CareerSource Pinellas duties, or to be acting outside the course and scope of such member s duties as a CareerSource Pinellas Board member.in accordance with and as limited by Chapters 607 and 617 Florida Statutes. SECTION 2 Rights to Indemnification The right to indemnification under this Article is only available to the extent that the power to indemnify is lawful and to the extent that the person to be indemnified is lawful and to the extent that the person to be indemnified is not insured or otherwise indemnified. SECTION 32 Indemnification Insurance CareerSource Pinellas and the Pinellas County Board of County Commissioners shall have the power to purchase and maintain insurance sufficient to meet this Article's indemnification provisionsrequirements. 50

51 ARTICLE XII - ENACTMENT PROVISION These By-laws shall become effective after approval by a two-thirds vote of the membership after due notice to the membership. Reasonable notice shall be given prior to the meeting at which these By-laws are enacted. These amended By-Laws were adopted as of this. 51

52 Discussion Item 5 Board of Directors CEO Assessment 2019 Background The purpose of this document is to provide Ms. Brackney mid-way through her contract with an overview of how the Board is viewing her performance. This document would be completed no later than April The request is to have every member of the Board complete the document; the results would be aggregated and provided to Ms. Brackney. The focus of the document is on Ms. Brackney s leadership and organizational acumen during the first half of her contract. The results of the assessment would allow for Ms. Brackney to make any mid-course corrections if needed. ** Proposed changes from board members are indicated in the document via redline** 52

53 CEO Leadership Assessment 2019 "DRAFT 1/4/2019 Date Completed: Evaluation Period: 53

54 Dimensions / Characteristic of Performance Using the following definition of level of performance, please indicate below your perceptions and evaluation of the President CEO s work performance. Excellent Good Needs Improvement Unacceptable Do Not Know Performance is clearly outstanding Performance is superior it far exceeds standards or expectations Performance is exceptional on a continuous basis Performance generally meets or exceeds standards or expectations Attains all or nearly all of position objectives Performance is developing within the position Fails to meet one or a few specific job expectations It is expected that with the appropriate improvement plan, performance will reach a fully satisfactory level within a specific time period Performance is below accepted levels Fails to meet most multiple job expectations Have not observed this skill or activity SECTION 2: JOB SKILLS Clearly articulates and models CSPIN mission, vision and values to the board, staff, partners and community. Leads staff in maintaining a climate of excellence, accountability, and respect Empowers the board and staff through sharing information and authority Develops leadership skills in staff through delegation and sharing management and decision-making responsibilities Comments: 54 DO NOT KNOW UNACCEPTABLE NEEDS IMPROVEMENT QUALITIES GOOD EXCELLENT LEADERSHIP

55 Governance QUALITIES EXCELLENT GOOD NEEDS IMPROVEMENT UNACCEPTABLE DO NOT KNOW Works effectively with board, officers, and committees to define their roles and responsibilities Works with Board Chair to enable board to fulfill its governance functions Works with Board Chair and Committees to focus board attention on strategic thinking Provides suitable and timely information to board about key issues for discussion, analysis and decision making that allows the board to set the agenda and focus at meetings Works well with board chairs and officers Provides support to board committees Assists, when appropriate, with the revision of CSPIN and affiliates by-laws and related policies Comments: 55

56 Finance QUALITIES EXCELLENT GOOD NEEDS IMPROVEMENT UNACCEPTABLE DO NOT KNOW Supports and promotes programs and services that are provided in a cost-effective manner while maintaining an acceptable level of quality Oversees the fiscal activities of CSPIN programs and operations and assures adequate controls including developing and maintaining sound financial practices Ensures compliance programs are adhered to ensure protection of assets and sustainability of the programs. Comments: 56

57 Strategy QUALITIES EXCELLENT GOOD NEEDS IMPROVEMENT UNACCEPTABLE DO NOT KNOW The CEO works with the board to develop a clear vision and direction for the organization. Ensures the development of a strategic plan that includes a collaborative process involving board, staff and stakeholders Comments: 57

58 Human Resources QUALITIES EXCELLENT GOOD NEEDS IMPROVEMENT UNACCEPTABLE DO NOT KNOW Establishes, develops and cultivates a qualified senior leadership team Ensures compliance with personnel policies and state and federal employment regulations on employment Comments: 58

59 SECTION 7: External Relations QUALITIES EXCELLENT GOOD NEEDS IMPROVEMENT UNACCEPTABLE DO NOT KNOW Serves as an effective spokesperson for CSPIN and represents CSPIN interests consistent with the Vision and Mission. Maintains an active role in promoting the needs of the individuals and employers supported by CSPIN Comments: 59

60 Action and Approvals Performance appraisal reviewed by Board of Directors on: Authorized Board Member Signature and Date: CEO Signature and Date: 60

61 Discussion Item 6 CEO Performance Appraisal Background This document provides the annual goals, initiatives, actions to be taken and metrics. The suggestion is that this document be utilized toward the end of Ms. Brackney s contract in late September or early October This would allow the Board of Directors to review virtually a year of performance. It would be the responsibility of the Compensation Committee to complete the appraisal, in that time frame, review it with Ms. Brackney for her input and then submit to the full Board for edits and approval. **No changes were proposed for this document** 61

62 CEO Performance Appraisal 2019 "DRAFT 1/4/2019 Date Completed: Evaluation Period: 62

63 SECTION 1: Achievement of Goals 2nd half PY st half PY Descriptions of Goals Initiatives/*Metrics Financial Management: Assure adequate control and accounting of all funds, including developing sound financial practices, to ensure that overall financial performance remains within Board approved budgetary parameters and within minimum and maximum limitations established in applicable laws and regulations. Initiative: Create greater transparency and accuracy in financial reporting to ensure the planning budget goals are met. Develop, submit and receive approval from DEO for an indirect cost rate rather than 10 percent de minimis. Final implementation to be PY 20. Provide enhanced financial reports to the Board, including cost allocation, grant budget/expenditures and training provider reports no later than the end of Q1. Implement a new financial management system i.e. Abila and Microix no later than the end of Q1. Review current contracts to identify cost savings and to ensure statement of work aligns with activities. Provide more detailed reports to better track and manage program budget vs expenditures by grant/program. Legal Compliance: Manage public records requests and legal issues in a timely manner. Initiative: Respond to monitoring reviews and audits to ensure activities identified from past practices are addressed. Provide DOL with an outline of changes initiated during the transition as requested. Implement changes recommended through technical assistance provided by DOL, DEO, CSF and others. Initiative: Endeavor to sell the Science Center Issue an RFQ for realtor/broker services. Obtain a refinance letter. 63 Exceeded Expectations Met Expectations Needs Improvement

64 Strategic Planning: Engage the board in strategic planning activities to develop organizational goals and create sector strategies for the next 1yr, 3yr and 5 yr. Governance: Works effectively with the Board, its officers and committees to define their roles and responsibilities. Works with Board Chair to enable the Board to fulfill its governance functions and manages the Board s due diligence process to assure timely attention to core issues. Accountability and Transparency: Promotes accountability and transparency by ensuring that this organization s employment and training programs are in alignment with policy and guidance, and accountable to the Pinellas Board of County Commissioners, the local workforce Board, CareerSource Florida, DEO, local employers, job seekers, and the general public. Manage program during the process and realign programs after the sale of the Science Center i.e. observatory, programs, staff, iguana habitat. If the Science Center sells, provide stewardship of the funds as directed by the Board. Conduct a study of the current one-stop locations, identify gaps, review lease commitments and make recommendations future development. Initiative: Engage the board in the process of strategic planning with a third party facilitator, by Q4, with the intent of: Leading the development of a strategic plan that focuses on the review of the organization s vision, goals, sector strategies, locations, and training programs. Initiative: Facilitate the board and ad hoc committees to bring closure to the action initiated by the Board and/or Board of County Commissioners. Review and update the Interlocal Agreement Review and update the Bylaws Review the board member application process with BOCC, including the process for taking a more active role in the selection of board members. Establish an ad hoc committee to review and update board policy manual (last updated in 2010). Initiative: Present pertinent program and organizational information on a regular basis to the Board, BOCC and other stakeholders. Present semi-annual monitoring reports by OneStop Operator Provide regular program performance updates to the 64

65 Workforce Development Performance: Programs: Strategically align workforce development programs to ensure that employment and training services provided by the core programs identified in the WIOA (WIA, Wagner-Peyser, Vocational rehabilitation and Adult Education) are coordinated and complementary so that job seekers acquire skills and credentials that meet employers needs. Board and BOCC. Schedule an annual DEO program performance presentation to the Board. Provide an annual audit and audit presentation to the Board. Understand the organization s liabilities and manage internal control procedures through the annual review and presentation of the Internal Controls Questionnaire (ICQ). Provide quarterly financial updates. Initiative: Improve services to employers and continue to promote connections with qualified job seekers and work based training to ensure that services are employer driven and contribute to the economic growth and business expansion in our community. Provide access to quality training to help job seekers acquire industry recognized credentials for in demand jobs. Promote sector strategy initiatives in health care, manufacturing, financial and professional services, IT and construction. Provide WIOA Indicators of Performance updates on a quarterly basis for PY 19. Provide Monthly Management Report (MMR) updates on a quarterly basis. Host networking opportunities to connect job seekers and employers, including monthly career fairs at EPI, in-house recruitment, and weekly professional, executive and general networking meetings. Provide regular business services reports i.e. RESEA performance, Career Fairs, networking groups, WIOA programs (EWT, OJT, PWE, WARN, REACT) 65

66 Key Relationships and Partnerships: Identifies key relationships necessary to support an effective organization and assures proper planning, relationship building and communications to develop and maintain these. Transition CareerReady training programs from the Science Center to training providers. Transition CyberSecurity and IT programs i.e. close STEIC Negotiate annual, local performance goals with DEO. Initiative: Facilitate the integration of the organization into the fabric of the community by assuring the use of effective marketing and communication activities. Listen to stakeholders, customers, volunteers and others in order to improve services and generate community involvement. Review and update MOUs and IFAs by Q2 to ensure activities with key community partners fully leverage resources and linkages i.e. Saint Petersburg College, PTC, Pinellas Opportunity Council, Goodwill, and others. Explore and make recommendations for the development of MOUs with new partners i.e. Service Source and HEP. Create a marketing plan and strategy, including marketing, website, success stories and employer highlights. Reach out to key local employers to rebuild relationships, i.e. Pinellas County Sheriff, Jabil, others. Establish, maintain and enhance partnership activities through quarterly partner meetings and online customer service training provided by the One-Stop Operator. Participate in partnership/sponsorship opportunities with local chambers and EDC i.e. EDC of Pinellas, EDC of Greater St. Petersburg, and local chambers. 66

67 Organizational Leadership: Effectively manages continuity, change and transition as CSPIN separates from CSTB. Deals effectively with demanding situations and designs and implements effective interventions. Establishes and leads an effective management team. Partner with the Tampa Bay Partnership to help better understand the work they are doing and to continue the conversation regarding regional workforce opportunities. Initiative: Ensure that procedures and organizational culture reflect integrity and transparency. Lead staff in maintaining a climate of excellence, accountability and respect. Fully staff the organization, including the management team by Q2. Begin the development of a succession plan for the organization by Q4. Implement an annual employee engagement survey which will become the benchmark for appropriate organization changes and activities. Conduct a review of compensation, health benefits and stipends by Q2. Develop performance goals for each employee. Align annual performance evaluations with program year and determine merit/evaluation stipend impact by Q2. Review current programs, SOPs and Desk Guides to ensure alignment with guidance from DOL, DEO and CSF by Q4. Comments: 67

68 Action and Approvals Performance appraisal reviewed by Board of Directors on: Authorized Board Member Signature and Date: CEO Signature and Date: 68

69 Action Item 7 HR Contract Extension / Compensation Review Background In May 2018, CareerSource Pinellas requested written bids from qualified firms with the expertise to provide HR consulting services to our non-profit organization. The HR Consultant would assist with the transition of staff, analyze the current day-to-day operations, identify best practices, and make suggestions for improvement. It was stipulated that the scope of the work may be expanded in PY (July 1, 2018 June 30, 2019) depending on the operational direction of the organization. Two companies submitted bids: Engagement Advisors and HR Edge. At the June 6, 2018 Executive Committee meeting, CSPIN received approval to enter into contract negotiations with Engagement Advisors for HR consulting services. The HR consultant was later tasked by the Ad Hoc Search Committee to assist the Board of Directors in the CEO and CFO search. Within six (6) months of procurement, CSPIN selected HR Edge to assist the organization with day-to-day human resources activities through January 31, Recently, HR Edge has been tasked to complete a salary survey to determine the current market rates for professional positions available at CSPIN. This will ensure that salaries are in line with current economic conditions and will determine if adjustments are needed. To this end, staff is requesting approval to extend the contract hours with HR Edge for up to 300 hours. Recommendation The Compensation Committee recommends extending the contract with HR Edge for the hours recommended above. 69

70 Action Item 8 Procurement of Broker Services/Benefit Plan Background In February 2016 WorkNet Pinellas Inc. dba CareerSource Pinellas issued an RFP for benefit consulting services. The Board of Directors selected Arthur Gallagher from the proposals received. The current benefit plan runs from January to December of each year. It has been 3 years since these services were solicited and new benefit laws have been passed. As of February 1, we will have employees, less than half of the number of employees when a cafeteria plan was selected. Procuring a consultant will help decide whether to stay with the current plan or move to a new plan that may be more appropriate for the number of enrollees. This RFP would solicit proposals from qualified firms with the technical expertise and an established track record to provide benefit consulting services. These services would include assisting CareerSource Pinellas with strategic benefit planning, developing bids, proposal evaluation, contract negotiation, on-going contract evaluation, plan modification and other services required to obtain and maintain the best coverage and cost for our benefit programs. Recommendation Management recommends issuing a Request for Proposal (RFP) to solicit proposals from experienced firms that can provide the requested benefit consulting services. The results from this solicitation will be presented to the Compensation Committee for review and selection. 70

71 Information Item 1 Employee Engagement Survey Per the directive of the Compensation Committee and the Board of Directors, CareerSource Pinellas will be conducting an Employee Engagement Survey to assess the organizational climate, along with other areas that impact the overall business performance. To protect staff identities, the survey will be conducted by an outside third party vendor and will be anonymous. The results of the findings will be submitted to the Compensation Committee Chair and ultimately, to the Board of Directors. After a review of several companies, People Element has been selected to take the lead on this initiative. A sample report of the survey findings is attached. 71

72 Dunder Mifflin Sample Reporting - Engagement - Fake Data Engagement 72