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FY2007-2008 TDC Funding 10/18/2006 DANNYL. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: November 6. 2006 TO: Lynda Stuart, Office Manager Tourist Development Council ATTN: FROM: Maxine Pacini Administrative Assistant Pamela G. Han~ Deputy Clerk At the October 18, 2006, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following: Fishing Umbrella Event Agreements for Fiscal Year 2007 as follows: Take Stock in Children Ba.ck Country Challenge, October 13-15, 2006, in the amount of $2,350.00; Islamorada Sailfish Tournament, November 30, 2006 to December 3,2006, in the amount of $6,000.00; Key West Fishing Tournament, Inc., December 1, 2006 through November 30,2007, in the amount of $45,000.00;. Don Gurgiolo Sailfish Classic, December 7-9, 2006, in the amount of $3,300.00; Islamorada Junior Sailfish Tournament, December 15-17, 2006, in the amount of $1,700.00; Key Largo Sailfish Tournament, January 5-7,2007, in the amount of$3,850.00; The Outdoor Channel Offshore Classic, January 14-27,2007, in the amount of$5,000.00; Hog's Breath King Mackeral Tournamenlt, January 26-28, 2007, in the amount of $17,000.00; Islamorada Women's Sailfish Tournamenlt, February 4-6, 2007, in the amount of $2,000.00; 9th Annual Capt. Leon Shell Memorial Sailfish Tournament, March 2-4, 2007, in the amount of $10,000.00; Islamorada All-Tackle Spring Bonefish Tournament, March 27-30,2007, in the amount of$I,500.00; Ocean Reef BTU Backbone Classic, April 15-17, 2007, in the amount of $5,350.00; World Sailfish Championship, April 17-21, 2007, in the amount of $37,500.00; Tarpon Tournament, April 28, 2007 to May 3, 2007, in the amount of $3,000.00; Key Largo Dolphin Blast, April 29, 2007 to May I, 2007, in the amount of $3,350.00; 21" Annual Faro Blanco Invitational Tarpon Tournament, May 5-10, 2007, in the amount of $3,000.00; 31" Ladies Tarpon Tournament, May 6-7,2007, in the amount of $6,000.00; 41" Annual Marathon International Tarpon Tournament, May 12-14,2007, in the amount of$8,000.00; Coconuts Dolphin Tournament, May 18-20, 2007, in the amount of$12,350.00; Golden Fly Tarpon Tournament, May 20-23,2007, in the amount of $1,500.00; Yamaha Dolphin Masters Invitational, May 26, 2007, in the amount of $1,000.00; Don Hawley Tarpon Tournament, June 3-8,2007, in the amount of$I,500.00; Big Pine & Lower Keys Dolphin Tournament, June 15-27, 2007, in the amount of $9,000.00; Gold Cup Tarpon Tournament, June 17-22, 2007, in the amount of $1,500.00; Burdines Waterfront 7th Annual Dolphin and Blackfin Fun Fish!, June 22-24, 2007, in the amount of $6,000.00; Key West Gator Club Dolphin Derby, June 22-24, 2007, in the amount of $8,000.00; Conch Republic Ladies Dolphin Championship, June 30, 2007, in the amount of $1,000.00; Del Brown Invitational Permit Tournament, July 17-20, 2007, in the amount of$I,OOO.OO; Key West Marlin Tournament, July 18-21, 2007, in the amount of $24,000.00; Dolphin Flashover, July 28-30, 2007, in the amount of$2,500.00; Redbone @ Largo Little Palm Island Grand SLAM, August 14-16, 2007, in the amount $5,500.00; Ghost Hunt, September 7-8, 2007, in the amount of $4,350.00; Mercury Slam Celebrity Tournament, September 7-9, 2007, in the amount of $11,000.00; Islamorada Invitational Fall Fly Bonefish, September 18-21, 2007, in the amount of $1,500.00; Mercury Baybone Cdebrity Tournament, September 28-30, 2007, in the amount of $7,350.00; Mercury Outboards Bonefishing World Championship Islamorada All-Tackle Bonefishing Tournament, October 7-12, 2007, in the amount of $1,500.00; "Ladies, Let's Go Fishing!" Islamorada, October 15, 2007, in the amount of $2,000.00; and Mercury CheecalRedbone Celebrity Tournament, November 30,2007 to December 2,2007, in the amount of$5,500.00. Grant Award Agreement between Monroe County and Key West Art & Historical Society for the Custom House Museum Repairs and Improvements project in an amount not to exceed $70,425, DAC I, FY 2007 Capital Resources. Assignment and Amendment to Extend the Agreement between Monroe County and Artificial Reefs of the Keys for the Vandenberg Project to the City of Key West. Destination Events Agreement between Monroe County and the Lower Keys Chamber of Commerce, Inc. covering the 6th Annual Lower Keys Jazz Festival on March 25, 2007 in an amount not to exceed $8,000, DAC II, FY 2207 Event Resources. Destination Events Agreement between Monroe County and the Upper Keys Rotary Foundation, Inc. covering the 12th Annual Gigantic Nautical Flea Market on February 24-25, 2007 in an amount not to exceed $15,000, DAC IV, FY 2007 Event Resources. Turn Key Events Agreement between Monroe County and Premiere Racing, Inc. covering Acura Key West 2007 on January 14-19,2007 in an amount not to exceed $100,000, DAC I, FY 2007 Event Resources. Turn Key Events Agreement between Monroe County and Upper Keys Community Pool, Inc. covering Orange Bowl Winter Training & Swim Classic between December 15, 2007 and January 18, 2008 in an amount not to exceed $30,000, DAC V, FY 2007 Event Resources. Destination Events Agreement between Monroe County and Upper Keys Association of Dive and Snorkel Operators, Inc. covering the Island Sun Splash 2007 in an amount not to exceed $64,400 ($32,200, DAC IV, FY 2007 Event Resources and $32,200, DAC V, FY 2007 Event Resources) . Grant Award Agreement between Monroe County and Mitchell Wolfson Family Foundation, Inc. covering the Rehabilitation of the Audubon Geiger House Museum project in an amount not to exceed $15,000, DAC I, FY 2007 Capital Resources. Destination Events Agreement between Monroe County and the Gay & Lesbian Community Center of Key West, Inc. covering PrideFest 2007 on June 3-11, 2007 in an amount not to exceed $38,000, DAC I, FY 2007 Event Resources. Destination Events Agreement between Monroe County and Florida Keys Land & Sea Trust, Inc. (:overing the Bahamian Festival on January 26-28, 2007 in an amount not to exceed $8,000, DAC III, FY 2007 Third Penny Event Resources. Destination Events Agreement between Monroe County and Islamorada Chamber of Commerce I~overing the Florida Keys Holiday Festival on November 20, 2007 to December 1, 2007 in an amount not to exceed $25,000, DAC IV, FY 2007 Event Resources. Destination Events Agreement between Monroe County and Take Chances at the Helm, Inc. covering the Tradewinds Open Catamaran Nationals Regatta on January 12-14, 2007 in an amount not to exceed $20,000, DAC IV, FY 2007 Event Resources. Destination Events Agreement between Monroe County and Key West Business Guild, Inc. covering Tropical Heat on April 12-15, 2007 in an amount not to exceed $17,000, DAC I, FY 2007 Event Resources. Destination Events Agreement between Monroe County and the Greater Marathon Chamber of Commerce, Inc. covering the Original Marathon Seafood Festival on March 17-18, 2007 in an amount not to exceed $25,000, DAC III, FY 2007 Third Penny Event Resources. Grant Award Agreement between Monroe County and Mote Marine Laboratory, Inc. covering thl~ Mote Marine Lab Living Reef Exhibit project at the Dr. Nancy Foster Florida Keys Eco Discov,ery Center in an amount not to exceed $200,000, DAC I, FY 2007 Capital Resources. Grant Award Agreement between Monroe County and Key West Film Society, Inc. for the Tropic Cinema Phase 4 project in an amount not to exceed $40,552, DAC I, FY 2007 Capital Resources. Cultural Umbrella Event Agreements for Fiscal Year 2007, as follows: Island Opera Theatre Concert Series, October 1, 2006 to June 30, 2007, in the amount of $20,500.00; "The Tempest" -- Hurricanes that Tormented Spanish Shipping, 1550-1750, October 1, 2006 to September 30, 2007, in the amount of $24,433.00; In Their Own Words, The History of the Key West Lighthouse, October 1, 2006 to September 30, 2007, in the amount of $24,434.00; Key West Players d/b/a Waterfront Playhouse, October 1, 2006 to September 30, 2007, in the amount 01'$21,000.00; Marathon Community Theatre Season 2006-2007, October 1, 2006 to September 30, 2007, in the amount of $20,000.00; Performance at S1. Paul's, October 1, 2006 to September 30, 2007, in the amount $5,000.00; Red Barn Theatre/Live Theatre, October 1, 2006 to September 30, 2007, in the amount of $21,000.00; Purple Isles 41" Annual Members' Judged Show Two additional Outdoor Shows, November 1, 2006 to March 31, 2007, in the amount of $10,000; South Florida Center for the Arts Season Historic Holiday Candlewalk; 2007 Upper Keys Concert Series; Bonus Benefit Concert; S1. Patrick's Pops in the Park, November 1, 2006 to March 31, 2007, in the amount of $25,000.00; Pops in the Park, November I, 2006 to April 28, 2007, in the amount of $13,570.00; Tennessee Williams Theatre 2006-2007 Season, November I, 2006 to June 30, 2007, in the amount of $20,000; Impromptu Concerts, November I, 2006 to July 31, 2007, in the amount of $13,500.00; The Key West Pops Orchestra, November II, 2006 to February 3, 2007, in the amount of $9,000.00; "Man's Quest to Explore Under the Sea", November 15, 2006 to September 19, 2007, in the amount of $18,068.00; Florida Keys Art Guild Outdoor Art Festivals, November 25, 2006 to May 28, 2007, in the amount of $21,000.00; Marathon Gwrden Club's 2006/2007 Seasonal Events, December I, 2006 to March 31,2007, in the amount of$18,000.00; Key West Symphony Orchestra 2006-2007 Season, December 2,2006 to June 29, 2007, in the amount of $20,000.00; 47th Annual Key West House & Garden Tours; 45th Annual Conch Shell Blowing Contest, December 29,2006 to March 31,2007, in the amount of $13,500.00; Middle Keys Concert Season, January I, 2007 to March 31, 2007, in the amount of $11,000.010; Sculpture Key West, January 6, 2007 to April 22, 2007, in the amount of $21,000.00; 25th and 26th Annual Key West Literary Seminar, January 7, 2007 to January 13, 2008, in the amount of $9,000.00; Art Under the Oaks, January 12-13, 2007, in the amount of $7,565.00; Key West Craft Show, January 27-28, 2007, in the amount of $5,000.00; Civil War Heritage Days, February 8-11, 2007, in the amount of $5,000.00; Pigeon Key Art Festival, February 9-11,2007, in the amount of $10,000.00; Old Island Days Art Festival, February 24-25, 2007, in the amount of$5,000.00; Robert Frost Poetry Festival, April 11-15, 2007, in the amount of $5,000.00; Harry S. Truman Legacy Symposium & Exhibit: Los Alamos to the Everglades; Truman's Environmental Legacy, June 7-9, 2007, in the amount of $15,000.00; 23'" Annual Underwater Music Festival, July 14, 2007, in the amount of $9,500.00; and Florida Keys Birding and Wildlife Festival, September 28-30, 2007, in the amount of$8, 738.00. Grant Award Agreement between Monroe County and the Dolphin Research Center, Inc. for the Dolphiin Research Center Hurricane Recovery project in an amount not to exceed $47,200, DAC III, FY 2007 Capital Resources. Interlocal Agreement between Monroe County and the City of Key West in an amount not to exceed $43,750, DAC I, FY 2007 Capital Project Resources for the White Street Pier Rip Rap Installation project. Interlocal Agreement between Monroe County and the City of Key West for the Beach Renourishment Project in an amount not to exceed $77,550, DAC I, FY 2007 Capital Project Resources. Addendum to Agreement between Monroe County and Dolphin Research Center, Inc. for' the Fish Freezer and Restoration of the Front Sign project. Agreement between Monroe County and Islamorada Village of Islands for the Beach Maintenance Services in an amount not to exceed $59,408, DAC IV, FY 2007 Capital Resources. /Interlocal Agreement between Monroe County and the City of Key West for use of Tourist Development Funds for the Vandenberg Project in an amount not to exceed $750,000, DAC I, Capital Resources ($375,000, DAC I, FY 2007, Capital Project Resources; $375,000, DAC I, FY 2007, Capital Project Resources). Destination Events Agreement between Monroe County and Islamorada Chamber of Commerce, Inc. covering the 16th Annual Florida Keys Island Festival on May 19-20, 2007 in an amount not to exceed $35,000, DAC IV, FY 2007 Event Resources. Enclosed are two duplicate originals of each of the above-mentioned for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Attorney FitIllmce File Inter-local Aareement between Monroe County and the City of Key West for Use of Tourist Development Funds This AGREEMENT ("Agreement") dated the~day of Or~ 2006, is entered into by and be1ween MONROE COUNTY, a political subdivision of the state of Florida, ("County "or "Grantor") on behalf of the MONROE COUNTY TOURIST DEVELOPMENT COUNCil ("TOG") and the City of Key West ("Grantee"), a municipal corporation. RECITALS: 1. The third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers, beach improvements and beach park facilities which are publicly owned and operated or owned and operated by not-for-profit corporations. 2. Grantee has applied for funding for the sinking of the USS Gen. H.S. Vandenberg ("Vandenberg") as an artificial reef. 3. Grantee is a qualified entity under the Florida statutes and Monroe County ordinances regulating the use of TDC funds. 4. The project will promote tourism by promoting snorkeling, diving and fishing in the coastal waters within Monroe County. 5. Grantor and TDC have determined that it is in the best interest of the County for purposes of promoting tourism to use the Vandenberg as an underwater zoological park/nature center that is available and open to the public. NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this Agreement on the terms and conditions as set forth below. 1. RECITALS. The above recitals are true and correct and incorporated herein by reference. 2. GRANT AGREEMENT PERIOD. This Agreement is for the period of October 18, 2006 through to September 30, 2008. This Agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 8,13 and 14 below. 3. SCOPE OF AGREEMENT. The Grantee shall sink on the ocean bottom, the Vandenberg as an artificial reef in water approximately 7 miles south of Key West, City of Key West - Vandenberg Project Capital Project Funding FY 2007 Florida. The sinking of the vessel must be completed before payment is made and by the stated Agreement termination date of September 30, 2008. Prior to payment, which is solely for the sinking of the vessel, documentation showing proof of permitting - ACOE, FDEP, FKNMS; Vessel preparation - all cleaning and reef preparation; and Transportation - Towing to yard and reef site shall be submitted to the Finance Department of Monroe County no later than September 30, 2008. a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Jeffrey C. Dey, 1274 N. Church Street, Moorestown, NJ 08057. Telephone (856) 273-1009 ext. 24/Fax: (856) 273-10121E- mail: jeffd@rcc-net.com. Should there be a change in the project manager specified in the Grantee's application, a new project manager shall be designated and notice of the designation shall be provided to TDC/County. 4. AMOUNT OF AGREEMENT AND PAYMENT. Upon the placement of the Vandenbeq~ on the ocean bottom approximately 7 miles south of Key West, Florida, the Grantee shall submit to the County Finance Department an invoice verifying that the vessel was sunk according to the scope of services in paragraph 2 of this Agreement. Included with the invoice requesting payment for the sinking of the vessel shall be documentation showing proof of permitting - ACOE, FDEP, FKNMS; Vessel preparation _ all cleaning and reef preparation; and Transportation - Towing to yard and reef site. Upon receipt of all documentation, the Grantor shall provide an amount not to exceed $750,000 (Seven Hundred and Fifty Thousand Dollars). Allocation of payment for this project is from the Monroe County TDC District I Advisory Committee funds, and will be $375,000, District I, FY 2007 Third Penny Capital Project Resources, and $375,000, District I, FY 2008 Third Penny Capital Project Resources. Reimbursement can be sought after the project is completed and approved by the Monroe County Engineering Department. The Soard of County Commissioners and the Tourist Development Council assume no liability to fund this Agreement for an amount in excess of this award. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the SOCC. Grantee must submit all documentation for final payment on or before the termination date of this grant of September 30, 2008. Invoices received after September 30, 2008 will not be considered for payment. 5. RECOI~DS AND REPORTS. The Grantee shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. The Grantee shall also provide access to the personal property reports, permits, engineering studies, and equipment purchased or utilized under this Agreement. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. Records shall be kept for a period of five (5) years following September 30, 2008. The Grantee understands that it shall be City of Key West - Vandenberg Project Capital Project Funding FY 2007 2 responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the glrant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. The County and Grantee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Grantee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Grantee. 6. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 7. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the Grantee or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 8. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the Grantee s~lall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the Grantor to terminate this Agreement immediately upon delivery of written notice of termination to the Grantee. 9. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Grantee shall include in all Agreements funded under this Agreement the following terms: a) Anti-discrimination. Contractor agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or City of Key West - Vandenberg Project Capital Project Funding FY 2007 3 service under this Agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Anti-kickback. Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor shall have the right to annul this Agreement without liablllity or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this Agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c) Hold harmlesslindemnification. Contractor acknowledges that this Agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this Agreement. The Contractor shall immediately give notice to the County of any suit, claim or action made against the Contractor that is related to the activity under this Agreement, and will cooperate with the County in the investigation arising as at result of any suit, action or claim related this Agreement. d) Insurance. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the County from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Contractor of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: Workers Compensation insurance as required by Florida Statutes, and $1 Million for coverage for employees affected by the Jones Act. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. City of Key West - Vandenberg Project Capital Project Funding FY 2007 4 Environmental Impairment Liability in the amount of $500,000. Watercraft Liability in an amount sufficient to cover the vessel. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The City, the County and the TDC shall be named as additional insured, except for workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of insurance showing that the aforesaid insurance coverage's are in effect. e) Licensiing and Permits. Contractor warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. f) Right to Audit. The Contractor shall keep such records as are necessary to document Ithe performance of the Agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. 10. HOLD HARMLESS/INDEMNIFICATION. To the extent allowed by law, the Grantee hereby agrees to indemnify and hold harmless the BOCC/TDC and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments arising directly or indirectly under this Agreement. The Grantee shall immediately give notice to the Grantor of any suit, claim or action made against the Grantor that is related to the acbvity under this Agreement, and will cooperate with the Grantor in the investigation arising as a result of any suit, action or claim related to this Agreement. (a) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Grantee in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. (b) Privile~les and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall City of Key West - Vandenberg Project Capital Project Funding FY 2007 5 apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 11. NONDISCRIMINATION. County and Grantee agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Grantee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national ori,gin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1083, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 12. ANTI-KICKBACK. The Grantee warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the County or TDC has any interest, financially or otherwise, in the said funded project, except for general membership. For breach or violation of this warranty, the Grantor shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 13. TERMINATION. This Agreement shall terminate on September 30, 2008. Termination prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this Agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this Agreement pursuant to the terms specified herein, this Agreemenll may then be terminated immediately by written notice of termination delivered in person or by mail to Grantee. The Grantor may terminate this Agreement City of Key West - Vandenberg Project Capital Project Funding FY 2007 6 without cause upon giving written notice of termination to Applicant. The Grantor shall not be obligated to pay for any services or goods provided by Grantee after Grantee has received wriitten notice of termination. 14. TERMINATION FOR BREACH. The Grantor may immediately terminate this Agreement for any breach of the terms contained herein. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matchin!) funds or matching in-kind services at or above the rate of request for reimbursement or payment is a breach of Agreement, for which the Grantor may terminate this Agreement upon giving written notification of termination. 15. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior Agreements with respect to such subject matter between the Grantee and the Grantor. 16. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. This Agreement is not subject to arbitration. (a) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Grantee awee that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. (b) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Grantee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. (c) Attorney's Fees and Costs. The County and Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party City of Key West - Vandenberg Project Capital Project Funding FY 2007 7 relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. (d) Adjudication of Disputes or Disagreements. County and Grantee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. (e) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Grantee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Grantee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 17. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or otherwise had act on his behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the Grantor may, at its discretion terminate this Agreement without liability and may also, at its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. The County and Grantee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Grantee agrees that the County shall have the ri!~ht to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. (a) Covenant of No Interest. County and Grantee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. City of Key West - Vandenberg Project Capital Project Funding FY 2007 8 (b) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 18. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an Agreement to provide any goods or services to a public entity, may not submit a bid on a Agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 19. AUTHORITY: Grantee warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the Grantee below certifies and warrants that the Grantee's name in this Agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the Grantee, and this Agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 20. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. 21. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Grantee of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits City of Key West - Vandenberg Project Capital Project Funding FY 2007 9 acceptable shall be $250,000 per Person $500,000 per occurrence $50,000 property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Grantee, the Grantor and the TDC shall be named as additional insured, except workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. Grantee shall provide, to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: . Original Certificate of Insurance or . Certified copy of the actual insurance policy Or . Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management (Telephone Maria Slavik at 295-3178 for details) An original certificate or a certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the contract being exe(:uted by the Clerks office. The Insurance policy must state that the Monroe Cl:lUnty BOCC and Monroe County TOC is the Certificate Holder and additional Insured for this contract. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management P.O. Box 1026 Key West, FL 33041 22. NOTICE. Any written notice to be given to either party under this Agreement or related hereto shall be addressed and delivered as follows: For Grantee: Jeffrey C. Dey REEFMAKERS - CEO 1274 N. Church Street Moorestown, NJ 08057 AND City of Key West - Vandenberg Project Capital Project Funding FY 2007 10 BY COURIER City Manager, City of Key West 525 Angela Street Key West, FL 33040 BY MAIL City Manager, Key West PO Box 1409 Key West, FL 33041 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and County Administrator PO Box 1026 Key West, FL 33041 23. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to fUlther the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 24. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 25. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Grantee agree that neither the County nor the Grantee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. City of Key West - Vandenberg Project Capital Project Funding FY 2007 11 26. ATTESTATIONS. Grantee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 27. NO PERSONAL LIABILITY. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 28. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the occurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot be timely removed in a safe manner or any act of any governmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the Agreement; however, the BOCC shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TDC or BOCC, the Grantee mlJst furnish evidence of the causes of such delay or failure. BOCC shall not pay for any goods received or services provided after the date(s) described in paragraph 1 and Scope of Services. 29. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 30. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. BALANCE OF PAGE INTENTIONAllY lEFT BLANK SIGNATURE PAGE TO FOllOW City of Key West - Vandenberg Project Capital Project Funding FY 2007 12 IN '4.'gtfF;~,WHEREOF, the parties hereto have caused this Agreement to be ex~~lDtand year first above written. ., //- <;"::V:~"" ,:.-,:./ .-";Y/<)? ~5"'S;",'il;:;>t\ ..',\\ ~~~~~Wlhage, Clerk ~~:;~n~~:~~~t~t:ommissioners ~~~;;;Ii # ~ "'<"'l;'i~~i~~'G\j_..- ~~ Deputy Clerk Mayor/C Irman City of Key West y 5/11 t"-/-h mpr Print OR TWO WITNESSES (1 ) (2) fY/e- phe-rSC9Vl Print Name Print IName ::J:: o 0 2: )> ::0('"')2 Or-~ fT1;:>-;-< (j. ~r- ,9_Q~",. ~ ?t' ;~~ ;.~ ~~,; ..,,' '~. r- C) :.:> Pl :J:>o ::c: '!] <.) co M~~ROE COUNTY ATTORNEY PRO ED AS TO FORM: SU N M. GAIMSL Da~SSISTAN~COUNTY ATTORNEY -]../~ --00 City of Key West - Vandenberg Project Capital Project Funding FY 2007 13 ~ <=> en :z: o '< I 0'\ ...., i= IT! o ...., a :.:0 A) f":""l :.~ <;:) :::) o 8HOULDANY OFTJoEABOVE DESCRIBED POLICE8 BE CANCELLED BEFORE THE EXPIRATION IIonroe County BOCC DATE THEREOF, THE 1S8UING INSURER WILL ENDEAVOR TO IL\H.. ~ DA'l'8 WRITTEN __Co. Touri.t D,.velop..nt COUDcil NOnCE TO THE CERllFICATE HOl.DEH. NAIlED 10 THE LEFT, BUT FAILURE TO DO 80 SHALL 1100 S~nton Stre.t IMPOSE NO OBUCJATION OR LIABILITY OF AHY KIND UPON THE INIURER, ITS AGENTa OR Suit. .268 REPRESENTATlVE8. by W..t, PI. 33041 AurHDRIZEDREPREBENTAnYE ~~ "SA ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE(llMlDDlYYYYI 10/1.2/06 PRODUCER 1-561-995-6706 ntlS CERTIFICATE IS ISSUEO AS A MATTER Of' INFORMATION Arthur J. aallagher Ri.k llanageaent Service. ONLY AND CONFERS NO RIGHTS UPON ntE CERTIFICATE Arthur J. aa1lagher I: Co. (P1orida) HOLDER. ntlS CER1lFICA TE DOES NOT AMEND, EXTENO OR 2.255 Glade. Roa4 ALTER ntE COVERAGE AFFORDED BY ntE POUCIES BELOW. Suite COOK Boca "aton, PL 33431 INSURERS AFFORDING COVERAGE NAlCtI ........ INSURER A: llic!we.t lbIployer. ea. Co .2361.2 City of" lCey w..t INSURERS: Princeton EKee.. I: Surplu. Line. In. 10786 PO Box 1409 INSURER c: by W..t , PI. 330Cl..1409 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POlICY PERIOD INDICATED. NOTWITHSTANDING AHY REQUIREMENT, TERM OR CONOtTlON OF AHY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POliCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POl.,K:Y--.R POLICY EFFECTIVE POLICY EXPIRAlIJN UMIT1l B ~EItAlUAlILlTr GI-A3-BX-0000051-00 10/01/06 10/01/07 EACH OCCURRENCE $900,000 X COMMERCW..GENERALLWIUTY PREMISES -"'""', . I CLAlMSr.WJE ~ OCCUR MED EXP (Any ono pelSOl'l) . -"- L~t i. axce.. of" PERSONAI...&NJVINJURY . -"- $100.000 SIlt GENER.6J....AGGREGA.TE . rl"~'UMlTn,""'" PROOUCTS - cor..t='lOP AGG . POlICY ~ LOC B ~UTOMOBILE LIA8IILITY al-A3-BX-000OO51-00 10/01/06 10/01/07 COM8I'lEDSlNGLE UMrr $ 900. 000 "'- ANY AUTO (Eaaa:iBlt) '- ALLOWNEOAIJTOS EIOOl.YINJURY . '- SCHEDULEO....UTOS (Per person) f- HIRED AUTOS BODIlY INJURY . f-- NON-OWNEDAUTOS (Peraccident) "'- Lilllit i. axce.. of PROPERTY DAMAGE . X $100,000 SIlt (Per8CCidBnt) ~~''''.LnY AUTOONL y. EAACCIDENT . ANY AUTO EAACC . OTHERTHNl AUTO ONLY: AOO . ~~_RELU\LIA8ILrTY tO-J EACH OCCURRENCE . OCCUR [J ctAlMSMAIlE 01 AGGREGATE . ~0 . ~~DUCTRllE . ~ - - O~ . RElENTlON . I> . WORKERS COW'EN&ATIOiNAND lC WCSTA'fU. 1"J.t'- EIIPLOYERS" LIABILfTY ANY PROPRlETORIPARTNE:R/EXfCUTlVE ~"g E.L EACH ACCIDENT . OFACERlMEMSER EXClUOED? E.L DISEASE - EA EMPlOYEE . ~~~.tit.&sbBIcW E.L DtSEASE - POl.K;Y UMlT . ","ER A &xc... ~rk.r. C~. _COOS187 10/01/06 10/01/07 .Statutory . Employ.r. Liab. 1,000,000 DE8CfUIT1ON OF OPERAnoNS1 LOCATJ0N8 'VEHlCLES1 EXCLU8ION8 ADDED BY ENDORSEIIENT I SPEClAL PROVISIONS ... Subject to Self"-In.ured R.tention $500,000 CERTIFICATE HOLDER CANCELLATION ACORD 25 (2001108) j "".'ob 5037534 @ACORDCORPORATIONI988 I[D- B&P INTERNATIONAL INSURANCE BROKERS AVERAGE ADJUSTERS C E R T I Fie ATE OF INS U RAN C E THIS IS TO CERTIFY THAT insurance has been issued by Underwriters as attached: INSURED: Reefmakers; et al - As Attached. VESSEL: LOSS PAYEE: INTEREST: "USS HOYT VANDENBERG" Loss, if any, payable to Owners, or order COVER NOTE NO.: (A) Hull and Machinery, Etc. etc. and everything connected therewith including Protection & Indemnity Risks. (B) Excess Protection & Indemnity Only. (C) Pollution Liability. (A) $5,015,000. Ilnciuding P&I as per conditions hereunder Limit $5,000,000. Combined Single Limit (B) $5,000,000. anyone accident or occurrence excess of $5,000,000. any one accident or occurrence Combined Single Limit. (C) $12,205,600. (A) H&M-3-07-0462 (B) XS-3-07-0463 (C) PL-3-07-0464 SUM INSURED I LIMIT: PERIOD: July 1, 2008 until October 31, 2008, 24:00 Hours, E.ST CONDITIONS: As Per Cover Notes and As Attached. SECURITY: CERTIFICATE HOLDER: As Attached. mSo...,q.~ '~~ ~ We will make best efforts to provide 14 days written notice by mail, to the certificate holder named above, in the event that the policy(ies) noted above is (are) terminated before the respective expiration date(s), however, failure to provide such notice shall impose no liability or obligation of any kind upon us, our a ts or representatives. 1 , Date August 1. 2008 This certificate Is Issued as a matter of Information only and confe n rIghts u Holder. It Is provided as evidence of Insurance and does not amend, e coverages. - / . c.C'~~ B&P International - Marine Division Arthur J. Gallagher & Co. of New York, Inc. 200 8roadhollow Road-Suite 201 Melville, NY 11747 T 631--465-8888 F 631-465-8880 E-mail SillnE!n~J@I1!!!!.doi.cof:lJ ATTACHING TO AND FORMING PART OF CERTIFICATE OF INSURANCE DATED AUGUST 1.2008 INSURED: The State of Florida, Artificial Reefs of the Keys (ARK) and the City of Key West, all to be considered Owners of the Vandenberg upon title passing from the USA to them as their respective rights and interests may appear. BB&T as co-assured providing a bridging loan to ARK as their interest may appear and Reefmakers, Inc., as head General Contractor hired by the State of Florida, et al to perform the reefing project. Other co-assureds to be agreed subject to lead Underwriter approval. ADDITIONAL INSURED: Monroe County Tourist Development Council Monroe County Florida Fish and Wildlife Conservation Commission United States of America Reefmakers. LLC CONDITIONS: All As Per Cover Note Terms, Clauses, Conditions, Deductibles, Warranties and As Follows: It is hereby understood and agreed that the above vessel is in the Care, Custody. and Control of Colonna Shipyard and coverage hereunder is maintained without prejudice, subject: 1 - Warranted: John Waite (or Surveyor to be agreed by John Waite) to approve lay-up, mooring, fire fighting and security within 7 days (of 31'1 July 2008). 2 - Warranted: John Waite or Alan Fife to approve any moves (after the 30th July 2008) that may be necessary. 3 - Vessel not to be moved from existing location (after 30th July 2008) without prior agreement of John Waite and Underwriters. 4 - Policy not to exceed 24:00 hours 31'1 October 2008 Eastern Saving Time. 5 - Hull and P&I Additional Premium whilst laid up for period 1'1 July 2008 until 31'1 October 2008 inclusive: 0.20% per month (on 'Period C' value) payable in full within 7 days of 1'1 August 2008 to AJG New York and London Underwriters within 14 days thereafter (Amount due = USD 40,120.00 for period). 6 - Excess P&I Additional Premium whilst laid up for period 1" July 2008 until 31" October 2008 inclusive: USD10.000 payable in full within 7 days of 1" August 2008 to AJG New York and London Underwriters within 14 days. 7 - WQIS Additional Premium due and payable to AJG New York and payable to WQIS within 14 days. 8 - Warranted no known or reported losses as at 29'h July 2008. All other Terms. Clauses. and Conditions remain unchanged. SECURITY: (A) 100% Lloyd's Underwriters - Beazley Syndicate No. 2623/623 (B) Lloyd's Underwriters as follows: 20% - Aegis Syndicate 1225 20% - Canopius Syndicate 4444 20% - Millenium Syndicate 1221 20% -Brit Syndicate 2987 20% -Hiscox Syndicate 33 100% (C) 100% Water Quality Insurance Syndicate REEFMAKERS , ET AL Page 2 of2 i - ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 07/14/09 PRODUCER 1-561-995-6706 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Arthur J. Gallagher Risk Management Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2255 Glades Road ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 400E Boca Raton, FL 33431 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:UNDERWRITERS AT LLOYDS LONDON 15792 City of Key West INSURER B: PO Box 1409 • INSURERC: Key West , FL 33041-1409 INSURERD: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSRD TYPE OF INSURANCE DATE(MM/DD/YY) DATE(MM/DD/YYl A GENERAL LIABILITY J086134 10/01/08 10/01/09 EACH OCCURRENCE $S00,000 X DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurence) $ CLAIMS MADE X OCCUR MED EXP(Any one person) $ X Limit is excess of PERSONAL&ADV INJURY $ X $100,000 SIR GENERAL AGGREGATE• $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO 7 LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE fir:+P:.t 4‘1. f. 1.51. V, .I'1'C : c $ RETENTION $ "•' !` WC STATU- OTH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS'LIABILITY - /T�/, ANY PROPRIETOR/PARTNER/EXECUTIVE ���( =T-^� �•( ..5�../ - E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ` DISEASE-EA EMPLOYEE $ If yes,describe under lv V, V ER NV/i �'r SPECIAL PROVISIONS below s'"a E.L DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION*10-day cancellation notice for non-payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Monroe County BOCC DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN Monroe County Tourist Development Council NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Attn: Maria Slavik IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 1100 Simonton Street, Suite 2-268 REPRESENTATIVES. Key West, FL 33041 AUTHORIZED REPRESENTATIVE USA ACORD 25(2001/08)saviboca •©ACORD CORPORATION 1988 12558419