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ILA Assignment & Amendment 10/18/2006 DANNY L. 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 Back 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 Tournament, January 26-28, 2007, in the amount of $17,000.00; Islamorada Women's Sailfish Tournament, 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 $1,500.00; 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 $1,500.00; 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 Celebrity 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 Cheeca/Redbone 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 Rl,efs 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. Tum 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 Momoe County and the Gay & Lesbian Community Center of Key West, Inc. covering PrideFest 2007 on June 3-11, 2007 in an amount not to excel:d $38,000, DAC I, FY 2007 Event Resources. Destination Events Agreement between Momoe County and Florida Keys Land & Sea Trust, Inc. covering 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 Momoe County and Islamorada Chamber of Commerce covering 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 Momoe 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 Momoe 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 Momoe County and the Greater Marathon Chamber olf 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 Momoe County and Mote Marine Laboratory, Inc. covering the Mote Marine Lab Living Reef Exhibit project at the Dr. Nancy Foster Florida Keys Eco Discovery Center in an amount not to exceed $200,000, DAC I, FY 2007 Capital Resources. Grant Award Agreement between Momoe 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 I, 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 I, 2006 to September 30,2007, in the amount of $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 St. 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 Concl:rt Series; Bonus Benefit Concert; St. Patrick's Pops in the Park, November 1,2006 to March 31,2007, in the amount 01'$25,000,00; Pops in the Park, November 1,2006 to April 28, 2007, in the amount 01'$13,570,00; Tennessee Williams Theatre 2006-2007 Season, November 1, 2006 to June 30, 2007, in the amount of $20,000; Impromptu Concerts, November 1, 2006 to July 31, 2007, in the amount of $13,500,00; The Key West Pops Orchestra, November 11, 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 01'$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 Garden Club's 2006/2007 Seasonal Events, December 1, 2006 to March 31,2007, in the amount 01'$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 01'$13,500,00; Middle Keys Concert Season, January 1, 2007 to March 31,2007, in the amount of $11,000,00; 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 01'$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,d 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 01'$8,738,00, Grant Award Agreement between Monroe County and the Dolphin Research Center, Inc, for the Dolphin 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: COUJnty Attorney Finance File 1~SSIGNMENT AND AMENDMENT TO EXTEND THE AGREEMENT BETWEEN MONROE COUNTY AND ARTIFICIAL REEFS OF THE KEYS AND THE CITY OF KEY WEST This ASSig/~nt and E>st~ of Agreement (Assignment) is made and entered into this day of 01 2006, between Monroe County (County), Artificial Reefs of the Keys (Assignor) and the City of Key West (Assignee). WHEREAS, an Agreement was entered into on March 22, 2001, attached hereto, between County and Assignor to allocate $250,000.00 from Tourist Development Tax capital projects funds for the sinking of the Vandenberg (the Vandenberg Project); and WHEREAS, the Agreement was amended on June 19, 2002; June 18, 2003; May 19, 2004 and July 20, 2005 to extend the Agreement and the allocation of funds; and WHEREAS, Assignor wishes to assign the funding allocation to the Assignee; and WHEREAS, the Assignee requests an extension of the Agreement to September 30, 2008; and WHEREAS, Assignee is qualified and has agreed to use the funds for the Vandenberg Project; NOW THEREFORE, the above parties agree as follows: 1. Assignee shall assume all obligations and responsibilities of Assignor under the agreement dated March 22, 2001 and amended June 19, 2002; June 18, 2003; May 19, 2004 and July 20, 2005. 2. Paragraph 1 of the Agreement dated March 22, 2001, shall read as follows: 1. Agreement Period. This Agreement is for the period October 1,2006 or upon date of execution, whichever is earlier, through 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 7, 12 and 13 below. Vandenberg Extension & Assignment 2006 3. County approves and consents to the Assignment of the Agreement dated March 22, 2001 and amended June 19, 2002; June 18, 2003; May 19, 2004 and July 20, 2005, from Assignor to Assignee. 4. All other provisions of the Agreement dated March 22, 2001 and amended Jlune 19, 2002; June 18, 2003; May 19, 2004 and July 20, 2005, not inconsistent herewith, remain in full force and effect. IIN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. Art~1 ~f the Keys, Assign \i'~~ ' President Print Name:C~ t' 1 ~ R 'lJ O~ ~ Dod City of Key West Assignee 3: .... Cl "'" .." <::> = z l> "'"' ,..... ::0 Z ~ r1'1 Q("')z rTI'-( -< t,~:.) ;x I '" n. r 0 ...., ?;.6:~: :.'U :>>a >J ;<g/~ :x "1 (-J '-q c-;-) '?? '::') r ;::::J J>- 1'1 U1 t:.J co .~. ,~.,'---' -, -. ,1 '.,~i~'21~~f\"."'.\:(""'I't (S~~i':f" !' . A'Jt ~.. NY L. KOLHAGE ,_c-,:~;:;J +" CI"",*;' G~ Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ~t Mayor/Chairman MONROE COUNTY ATTORNEY APPROV 0 AS TO FORM: '- Vandenberg Extension & Assignment 2006 M. GRIMSLE COUNTY ATTOIINEV ;;l.,?-00 ADDENDUM TO AGREEMENT THIS ADDENDUM to agreement dated the dO \J. day Of:TlL~ 2005, is entered into by and between the Board of County Commissioners for Monroe ounty, on behalf of the Tourist Development Council, and Artificial Reefs of the Keys, a Florida not-for-profit corporation. WHEREAS, there was a contract entered into on March 22, 2001, between the parties, awarding $250,ClOO to Artificial Reefs of the Keys for the Vandenberg Project, and and WHEREAS, the contract was amended on June 19, 2002; June 18, 2003 and May 19, 2004; WHEREAS, it has become necessary to extend the contract for an additional period of time in order to complete the project; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Contract period as outlined in Paragraph 1 shall be extended to September 30, 2006. 2. This project shall be completed and invoices submitted to the County Finance Department no later than September 30, 2006. The Grant-in-Aid funds must be expended by September 30, 2006. No funds will be available for use for this project agreement after September 30, 2006. 3. The remaining provisions of the contract dated March 22, 2001, Amended June 19, 2002, June 18, 2Cl03 and May 19, 2004 remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: Artificial R ~~:o resident (SEAL) ATTES~ DANNYl.KOLHAGE,CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA "t~Ju >n ~&U Cl~A~ DepGty Clerk Mayor/Chairman . ....::,. ". ADDENDUM TO AGREEMENT THIS ADDEINDUM to agreement dated the /t; tiday of fll A / 2004, is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Artificial Reefs of the Keys, a Florida not-far-profit corporation. . WHEREAS, there was a contract entered into on March 22, 2001, between the parties, awarding $250,000 to Artificial Reefs of the Keys for the Vandenberg Project, and WHEREAS, the contract was amended on June 19, 2002 to allow for an extension of agreement to September 30, 2003, and WHEREAS, the contract was amended on June 18, 2003 to allow for an extension of agreement to March 14,2004, and to revise Insurance Requirements, and WHEREAS, it has become necessary to extend the contract for an additional period of time in order to complele the project; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Contract period as outlined in Paragraph 1 shall be extended to March 15, 2005. 2. This project shall be completed and invoices submitted to the County Finance Department no later than March 15, 2005. The Grant-in-Aid funds must be expended by March 15, 2005. No funds will be available for use for this project agreement after March 15, 2005. 3. Thl~ remaining provisions of the contract dated March 22, 2001, Amended June 19, 2002 and June 18, 2003, remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. ~ 17 Keys k/ . 7~'-\}b:J ---__. r iden! (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA l2.v II .' ,.:.'/1.-a"~ (~ '/'<f~. . ^ ""fJ.Wii.~\/ . 'l.~ ..,,'~ '..l~ I , ,.T I ~ " APPROVED A . Fr . yor/Chairman 'lr'''' J2~c. Deputy Clerk ADDENDUM TO AGREEMENT THIS ADDENDUM to agreement dated the /f'f7iday of JJNr 2003, is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Artificial Reefs of the Keys, a Florida not-for-profit corporation. WHEREAS, there was a contract entered into on March 22, 2001, between the parties, awarding $250,000 to Artificial Reefs of the Keys for the Vandenberg Project, and WHEREAS, the contract was amended on June 19,2002 to allow for an extension of agreement to September 30, :W03, and WHERE..\S, it has become necessary to extend the contract for an additional period of time in order to complete the project; and WHEREAS, it has become necessary to include additional insurance requirements, NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Contract period as outlined in Paragraph 1 shall be extended to March 15, 2004. 2. Exhibit A shall be added to the original Agreement to meet the Water Craft Liability Insurance Requirements, and Exhibit B shall be added to original Agreement to meet the Workers Compensation requirements. 3. The remaining provisions of the contract dated March 22, 2001 and Amended June 19, 2002, remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. s of Ithe Keys ~ Pr-esident -<1.. . (SEAL)'> ATTEST: Df',NNY L. KOLHAGE, CLERK r' r7~ _~ Deput Clerk BOARD OF COUNTY COMMISSIONERS OF MO!'l'Y?S CQW'tTY, F,O~DA . ,,{/./u //7. ~ Mayor/Chairman .~ '::'Ii fl' .~- EXHIBIT A WATER CRAFT LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Water Craft Liability Insurance with terms no less restrictive than those found in the standard "American Institute Hull Clauses" (June 2, 1977 edition). Coverage shall be maintained throughout the life of the contract and include, as a minimum: . Injury (including death) to any Person . Damage to Fixed or Movable Objects . Costs Associated with the Removal of Wrecked Vessels . Contractual Liability with Respect to this Contract If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel", it shall be endorsed to provide coverage for the legal liability of the shipowner. The minimum limits acceptable shall be: $1 Million Combined Single Limit (CSL) Coverage provided by a Protection and Indemnity Club (P&I) shall be subject to the approvall of the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. WL2 EXHIBIT B WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract involves Maritime Operations, the Contraetor's Workers' Compensation Insurance Policy shall include coverage for claims subject to the Federal Jones Act (46 U.S.C.A. subsection 688) with limits not less than those specified for Em]oloyer's Liability. The Contractor shall be permitted to provide Jones Act Coverage through a separate Protection and Indemnity Policy, in so far as the coverage provided is no less restrictive than would have been provided by a Workers' Compensation policy. ADDENDUM TO AGREEMENT r; t' THIS ADDENDUM to agreement dated the 11 day Of--1l'N y, 2002, is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Artificial Reefs of the Keys, a Florida not-for- profit corporation, WHEREAS, there was a contract entered into on March 22, 2001, between the parties, awarding $250,000 to Artificial Reefs of the Keys for the Vandenberg Project, and WHEREAS, it has become necessary to extend the contract for an additional period of time in order to complete the project; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Contract period as outlined in Paragraph 1 shall be extended to Septembl3r 30, 2003. 2. The remaining provisions of the contract dated March 22, 2001, remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year 1'irst above written. (SEAL) ATTEST: Mfid., R,ee" of 'he K"'i&t~ (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA /--" I? (' 1~~~~~f'^-~<~L ---=tleput{ Clerk /' ( Jj. , I", / tV \.,;./ " ; Mayor/Chairman , GRANT OF FUNDS This AGREEMENT dated theL 2--. day 0~0:H2001, is entered into by and between the BOARD OF COUNTY COMMISSIONERS F R MONROE COUNTY, hereinafter "County," on behalf of the! TOURIST DEVELOPMENT COUNCil, hereinafter "TDC" and Artificial Reefs of the Keys a Florida not-for-profit corporation, hereinafter" Contractor". WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, or promote museums, zoological parks, fishing piers, nature centers or sports arenas which are publicly owned and operated or owned and operated by not-for-profit corporations, and WHEREAS, Contractor has applied for funding for the Vandenberg project to acquire/remodel/construct the zoological park/nature center hereinafter "the Project"; and WHEREAS, the County and TDC have determined that it is in the best interest of the County, for purposes of promoting tourism and preserving the heritage of the community, to acquire, construct, repair and rehabilitate the project for use as a zoological park/nature center open to the public; NOW,. THEREFORE, in consideration of the mutual covenants and payments contained herein, the Contractor and the County have entered into this agreement on the terms and conditions as set forth below. 1. AGREEMENT PERIOD. This agreement is for the period March 22, 2001 through September 30, 2002. 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 7,12 and 13 below. 2. SCOPE OF AGREEMENT. The Contractor shall provide a zoological park/nature center by sinking a vessel with appropriate federal and state permits for the establishment of an artificial reef. 3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an amount not to exceed $250,,000 to be paid upon the completion of the project. The Board of County CommissionEirs and the Tourist Development Council assume no liability to fund this agreement for an amount in excess of this award. Payment shall be made to Contractor upon presentation of invoice and other documentation necessary to prove that the project has been completed. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. 4. REPORTS. The Contractor shall provide financial reports in summary of activity on forms provided or approved by the TDC, and quarterly narrative reports of activity under the approved work plan. The Contractor 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. It is the responsibility of the Contractor to maintain appropriate records to insure a proper accounting of all funds and expenditures. The Contractor understands that it Artificial Reefs al the Keys Capital Project Funding FY 2001 shall be 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 grant is not renewed or supplemented in future years, the Contractor will be billed by the County for the amount of the audit exception and shall promptly repay any audit exception. 5. 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. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Contractor 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 Contractor 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. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the Contractor shall 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 County to terminate this agreement immediately upon delivery of written notice of termination to the Contractor. 8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Contractor shall include in all agreements funded under this agreement the following terms: a) Anti-discrimination. Contractor agrees that they will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this agreement because of their race, color, religion, sex, national origin, or physical or mental handicap whe~re 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) Antn-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 shi311 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. 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 harmless/indemnification. 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 Artificial Reefs of the Keys Capital Project Funding FY 200 1 2 suit, claim or action maat:l against the Contractor that is related to the activity under this agreement, and will cooperate with the County in the investigation arising as a 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 project occurring during the agreemelnt 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: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Contractor, the County and the TDC shall be named as additional insured, exempt 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) Licensing 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. 9. HOLD HARMLESS/INDEMNIFICATION. The Contractor 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 Contractor shall immediately give notice to the County of any suit, claim or action made against the County that is related to the activity under this agreement, 81nd will cooperate with the County in the investigation arising as a result of any suit, action or claim related to this agreement. 10. ANTI-DISCRIMINATION. The Contractor agrees that they will not discriminate against any of their employees or applicants for employment or against persons for any benefit or service 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. 11. ANTI-. KICKBACK. The 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 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 County 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. Artificial Reefs of the Keys Capital Project Funding FY 2001 3 12. TERMINATION. This agreement shall terminate on September 30,2002. 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 agreement may then be terminated immediately by written noticle of termination delivered in person or by mail to Contractor. The County may terminate this agreement without cause upon giving written notice of termination to provider. The County shall not be obligated to pay for any services or goods provided by Contractor after Contractor has received written notice of termination. 13. TERMINATION FOR BREACH. The County 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 Contractor shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the County from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide County with certification of use of matching funds or matching in-kind services at or above the rate of request for reimbursement or payment by contractor is a breach of agreement, for which the County may terminate this agreement upon giving written notification of termination. 14. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with rl3Spect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the Contractor and the County. 15. CONSENT TO JURISDICTION. This agreement, its performance, and all disputes arising hereunder, shall be governed by the laws of the State of Florida, and both parties agree that the proper venUE' for any actions shall be in Monroe County. 16. ETHICS CLAUSE: Contractor 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 County may, at its discretion terminate this agreement without liabili1y 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. 17. 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. Artificial Reefs of the Keys Capital Project Funding FY 2001 4 18. AUTHORITY: Contractor 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 Contractor below certifies and warrants that the Contractor'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 Contractor, and this agreement has been approved by the Board of Dimctors of Contractor or other appropriate authority. 19. LICENSING 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 fedelral, state, County or City. 20. INSUIRANCE: 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 project 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: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit pElr occurrence. The Contractor, the County 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. At all times dlJring 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. 21. NOTICE. Any written notice to be given to either party under this agreement or related hereto shall be addressed and delivered as follows: For Artificial Reefs of the Keys: Jeff Dey, CEO Resource Control Corporation 103 Wills St. Rancocas, NJ 08073 For County: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and Suzanne Hutton, Asst. County Attorney 310 Fleming St. Key West, FL 33040 Artificial Reefs o,f the Keys Capital Project Funding FY 2001 5 IN WIITNESS WIil::rtEOF, the parties hereto have caused this agreement to be executed the day and Y~~<lJ:first1ibove written. ,/(1:'-->-~:; \' <.' j'i'::',<-- . , ;/", ..-. (SEAL):!,,' . . A TTESj:;bANNY L. KOLHAGE, CLERK BY:.i::b~~C . j;1 >6a'1L-t~ Deputy Clerk/ (SEAL) ATTEST: By: Secretary Artificial Reefs 01' the Keys Capital Project Funding FY 2001 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: !?t,Cha;""," Artificial Reefs of The Keys 6 ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE(IIIIOllO/'tYYY 10/12/06 PIIOOUCER 1-551-995-6'706 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Ar1:hur J. CJallagJl.er ai.1t lIanag~t Servie.. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Arthur J. Qallagher &. Co. {Plorida} HOLDER. THIS CER1FICATE DOES NOT AMEND, EXTEND OR 2255 eJlad.. ""ad ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. suit. 400. Boe. ..ton, PL 33431 INSURERS AFFORDING COVERAGE NAIC # ...... INSURER A: 1li4we.t -.player. ea. Co .23612 City of Illy ....t INSURERB: princ.ton Kac... &. Surplu. Lin.. In. 10786 PO Box 1409 INSURERC: Key ...t . PL 33041-1409 INSURER D: INSURER E; COVERAGES THE POLICIES OF INSURANCE LISTED BElOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUey PERIOD INDICATED. NOlWlTHSTANDlNG AllY REQUIREMENT, TE:RM OR CONOITJON OF ANY cotfTRACT OR OTHER IX)ClJMENT WrrH RESPECT TO WHICH THlS CERTIFICATE MAY BE ISSUe> OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXClUSIONS AND CONDITIONS OF SUCH I~=' AGGREGATE LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAtDCLAlM$. POLICYNUMBER POLICY EFFECTNE POUCY........_ UIRIll B ~RALLWILR'f GI-A3-BX-OOOOO51-00 10/01/06 10/01/07 EACHOCCURRENCE S900,000 ~ ORCW.GENElW...LIABIUlY .........,. --' . - Cl.JUMS1~ ~ OCCUR MEDEXP(AnyonepelSOO) . X Liait i. exc... of PERSONAl&KN INJURY . -.!. $100, ODD SIR GENERAlAGGREGA.TE . ~l~n:,U"ilTn,PER: PROOUClS- COWPIOPAGG . POl.JCY ~ lOG B ~OMOBILE lWtH..FIY GI-A3-BX-0000051-00 10/01/06 10/01/07 COMBmEDSlNGlE UMIT $900,000 ~ ANY AUTO (Eaaa:ident) - AlLOWNEDAUTOS BODIlY INJURY . - SCHEDUL.ED~,UTOS (Perpel'llOn) - HlREDAUTOS BOOII.. YINJURY NON-OWNED/WTOS (Perac:cktert) . - ~ Liait i. .xc... of PROPERTY DAMAGE . X $100,000 ax. (Peraa:D:Jrt) =r'-urv AUTOONL y. EAACCIlENT . ANY AUTO EAACe . OTHERTHMI ... AUTOONlY: """ . OE88AJ_REl.Lo' UABLIIY .nl- 1 h. n EACHOCCURRENCE . OCCUR [~ ClAIMS....,. . . AGGREGAlE . II b~[ h -01.2 . R OEDUClBLE .. \{ . RElENTlON . ,. . . WORKERS COMP'ENlIATKJNAND I.'i!!\:.STATlJ..1 10J~ EIIPLOYER8' LIABlIUlY ANY PROPRIETORJPARTN:RJEXECUTlVE INCi EL EACH ACCIDENT . OfACERlMEUBER EXClUDED? &XC E.L DISEASE . EA EMA..OYEE . ~~beb" E.L DISEASE - POlICY UHT . OTHER .. Bxc... WOrker. oo.p. nco05187 10/01/06 10/01/07 *Statutory * Bmployer. Liah. 1,000,000 DE8CRPTJON OF OPERA11QN8jLOCA~ lVEHIC1.E8/EXCWIKJN8ADDED BY ENDORSEIENr ISPEClAl PROVI8ION8 . SUbject to Self-Z!:l.ured Retention $500,000 CERTIFICATE HOLDER CANCELLATION IHOUlD ANY OF THE ABOVE DHCRlBED POLICES BE CANCELLED BEFOItE THE EXPIRATION IIDDroe CoUAty BOCC DATE THEREOF, TIE ........,..;R WIJ.. ENDEAVOR 10 11M. ~ DAYS WRITTEN lIooroe Co. Touri.t D'8V.l~t Counell NOn::E 10 THE CERlFICATE HOLDER ~ 10 THE lEFT, BUT FALURE 10 DO 10 IHAU. 1100 a~ton Street .-olE NO OBLIGATION OR LIAB8JTY OF AllY KIND UPON THE INSURER. ns AGENTS OR SUite 268 REPREIENTAllVES. key We.t, PL 330f,1 AlIIltDRREDREPRE8ENrATIYE ~~ USA ACORD 25 (20011118) j ..",1"" 50~l753f, @ACORD CORPORATION 1988 I / / fl: IJ . 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: "USS HOYT VANDENBERG" LOSS PAYEE: INTEREST: loss, if any, payable to Owners, or order (A) Hull and Machinery, Etc. etc. and everything connected therewith including Protection & Indemnity Risks. (B) Excess Protection & Indemnity Only. (C) Pollution liability. SUM INSURED I LIMIT: (A) $5,015,000. I Including 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 limil. (C) $12,205,600 (A) H&M-3-07-0462 (B) XS-3-07 -0463 (C) Pl-3-07-0464 COVER NOTE NO.: PERIOD: July 1, 2008 until October 31, 2008, 24:00 Hours, EST CONDITIONS: As Per Cover Notes and As Attached. SECURITY: CERTIFICATE HOLDER: As Attached. We will make best efforts to provide 14 days wrillen 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 oblig_ation of any k.ind upon us, our ,,~g'"ts or representatives. , / /' .,,.-..-"" ..,4.'p ;/" ;;r- August 1. 2008 (~I' Date ~ P International This certificate is Issued as a matter of Information only and confer..' n rights upon the Certificate Holder. It Is provided as evidence of Insurance and does not amend, e tl1nd or after existing pottcy coverages. G ~Is /~cL~ ~ c.U..~~ ~. S&P Internatlonal_ Marine Division Arthur J. Gallagher & Co. of New York, Inc. 200 Broadhollow Road-Suite 201 Melville, NY 11747 T 631-465-8888 F 631-485.8~80 E-mail "'-''''1'' JI ATTACHING TO AND FORMING PART OF CERTIFICATE OF INSURANCE DATED AUGUST 1, 2008 INSURED: The Stale 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 Ihem 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 Stale of Florida, et al 10 perform the reefing project. Other co-assureds to be agreed subject to lead Underwriter approval. ADDITIONAL INSURED: Monroe COunly Tourisl Developmenl 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 Conlrol 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" Juiy 2008). 2 - Warranted: John Waite or Alan Fife to approve any moves (after the 30lh 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" October 2008 Eastern Saving Time. 5 - Hull and P&I Additional Premium whilst laid up for period 1" July 2008 unlil31" OctOber 2008 inclusive: 0.20% per month (on 'Period C' value) payable in full within 7 days of 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 wilhln 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 Underwrilers - 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 ?P% -Hiscox Syndicate 33 100% (C) 100% Water Quality Insurance Syndicate REEFMAKERS , ET AL Page 2 of2 ~-----._-".-