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FY2007 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: Fislring 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 $3,300.00; Islamorada Junior Sailfish Tournament, December 15-17, 2006, in the amount of$I,700.00; Key Largo Sailfish Tournament, January 5-7,2007, in the amount of$3,850.00; The Outdoor Channel Offshore Cllassic, 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 $10,000.00; Islamorada All-Tackle Spring Bonefish Tournament, March 27-30,2007, in the amount of$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 Dolphiin 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 CheecalRedbone Celebrity Tournament, November 30,2007 to December 2,2007, in the amount of$5,500.00. Graat 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 11, 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. J 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 excee,d $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 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 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 iilmount 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 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 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 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 amou!1t 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 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 TheatrelLive 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; St. 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 1, 2006 to April 2S, 2007, in the amount of$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 $9,000.00; "Man's Quest to Explore Under the Sea", November 15, 2006 to September 19, 2007, in the amount of$IS,06S.00; Florida Keys Art Guild Outdoor Art Festivals, November 25, 2006 to May 2S, 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 of $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, 200S, 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 27-2S, 2007, in the amount of $5,000.00; Civil War Heritage Days, February S-ll, 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 $9,500.00; and Florida Keys Birding and Wildlife Festival, September 2S-30, 2007, in the amount of$S,73S.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 $59,40S, 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 Finimce File: Turn Kev Events Aareement This AGREEMENT dated the 18'l"-daYOf Or~ 2006, is entered into by and between the SOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County" or "SOCC," on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and Premiere Racing, Inc., hereinafter "Event Sponsor". WHEREAS, Event Sponsor has proposed the presentation of a Turnkey Event as described below; and WHEREAS, the SOCC finds it in the best interest of the County to promote tourism by entering into this agreement, NOW, THEREFORE, and in consideration of the mutual covenants, contained herein the parties agree as follows: 1. The SOCC agrees to pay from tourist development tax funds $100,000 (One Hundred Thousand Dollars) for Acura Key West 2007 on January 14-19, 2007 provided Event Sponsor meets all of its obligations under this agreement. 2. Scooe of Services: Event Sponsor agrees to provide the County with an event as specified in the Scope of Services described in the funding application, including the following: 1. One (1) week of scheduled yacht racing activities 2. Activities will include a Skipper's Meeting, Sponsor/VIP Race Viewing, Seminars, Symposiums, Yacht Races, Receptions and Award Ceremonies 3. Industry Exhibit and Hospitality Area 4. National and International media exposure for the destination 3. Pavment: Payment of the sum set forth in Section 1 above will be made upon the completion of the event and upon the airing(s) of national and/or international television when said promotion has been brought forward within the application as a component of qualifying as a TurnKey Event and subsequently outlined within the scope of services within the contract. Upon receipt from Event Sponsor of a proper Acura 2007 FY 2007 TurnKey Event Funding 1 invoice witt, documentation, reviewed and verified by the Tourist Development Council (TDC) Administrative Office, proving that event has been produced and promoted through print advertising, news releases, and the required insurance was obtained no less than twenty days prior to the event, BOCC shall pay pursuant to the Florida Prompt Payment Act. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. 4. AccountinQ: Event Sponsor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Event Sponsor shall repay the monies tOlgether with interest calculated pursuant to See. 55.03, FS, running from the date the monies were paid to Event Sponsor. 5. Modification: Any changes to this contract may be made only by written mutual agreement, recommended by the TDC and approved by the BOCC. 6. Termination: This Agreement will terminate on September 30, 2007, unless earlier terminated pursuant to Section 7 below. All invoices must be submitted prior to September 30,2007. 7. Non Occurrence of Event: Event Sponsor shall give written notice to the Monroe County Tourist Development Council if it is found necessary to cancel an event. The notice shall contain the following specifics: 1) reason for cancellation, 2) documentation of the reason for cancellation and 3) person authorized to cancel including title and stated affiliation. 8. Indemnification and Hold Harmless: Event Sponsor agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the event sponsored by Event Sponsor. Acura 2007 FY 2007 TurnKey Event Funding 2 9. Insurance Requirements: Event Sponsor, as a pre-requisite of the Special Event governed by this agreement, shall obtain, at its own expense, insurance as specified in this section: Work associated with the Event (including pre-staging of personnel and material) sl,all not commence until satisfactory evidence of the required insurance has been furnished to the County as specified below. Event Sponsor shall maintain the required insurance throughout the entire duration of the Special Event, and any extensions specified in any attached schedules. Failure to comply with this provision shall release County of any obligation to compensate event sponsor. Further, any material misstatement in the application for insurance coverage shall release County from it's obligations to pay under this agreement. Event Sponsor 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 Event. The Insurance policy must state that the Monroe County BOCC and Monroe County TOC is the Certificate Holder and additional Insured for this event. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management P.O. Box 1026 Key West, FL 33041 All insurance policies must specify that they are not subject to cancellation, non- renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of Event Sponsor's insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. Acura 2007 FY 2007 TurnKey Event Funding 3 The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, Event Sponsor shall obtain General Liability Insurance Coverage that shall be maintained throughout the life of the contract and include, as a minimum: . Premises Operations . Products and Completed Operations . Blanket contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage The minimum limits acceptable shall be: . $1,000,000.00 combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: . $500,000.00 per Person . $1,000,000.00 per Occurrence . $100,000.00 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. Prior to the commencement of work governed by this contract, Event Sponsor 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 . . Acura 2007 FY 2007 TurnKey Event Funding 4 * 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 ship owner. 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 approval 01' the County. 10. Permits: Event Sponsor will secure all required permits, licenses including but not limited to occupational licenses. 11. Laws and Requlations: Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 12. Taxes: The SOCC and TOC are exempt from Federal Excise and State of Florida Sales Tax. 13. Finance Charqes: The SOCC and TOC will not be responsible for any finance charges. 14. Relation of SOCC/TOC: It is the intent of the parties hereto that Event Sponsor shall be legally considered as an independent contractor and that neither it nor its employees shall, under any circumstances, be considered servants or agents of the SOCC and TOC, and the SOCC and TOC shall at no time be legally responsible for any negligence on the part of said Event Sponsor, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 15. Disclosure: Event Sponsor shall be required to list any or all potential conflicts 01" interest, as defined by Florida Statute 112 and Monroe County Code. Event Sponsor shall disclose to the SOCC and TOC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the SOCC and TOC. 16. Assiqnment: Event Sponsor shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its power to execute such agreement to any person, company or corporation without prior consent of the TOC and SOCC. The terms, covenants, conditions, and Acura 2007 FY 2007 TurnKey Event Funding 5 provisions of this Agreement shall bind and inure to the benefit of the County and Event Sponsor and their respective legal representatives, successors, and assigns. 17. Nondiscrimination: County and Event Sponsor agree that there will be no discriminahon 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 and Event Sponsor 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 origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, 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 a<ge; 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 5:27 (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) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 18. Security Protection: Event Sponsor agrees to provide adequate security for the event. 19. Ethics Clause: Event Sponsor warrants that it has not employed, retained or other wise had act on its behalf, any former County office 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 Acura 2007 FY 2007 TurnKey Event Funding 6 County 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. 20. LOQo: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West, Monroe County Tourist Development Council Come As You Are" logo/trade mark (as per enclosed). This logo/trade mark was adopted by the TDC and County in November 2000. Radio Advertising should read "Brought to you by the Monroe County Tourist Development Council". No reimbursement or direct payment will be considered unless this logo/trade mark is utilized. 21. Severability: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, all remaining provisions shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 22. Authority: Each of the signatories for the sponsor below certifies and warrants that: a) The sponsor's name in the agreement is the full name as designated in its corporate charter, and b) they are empowered to act and execute agreement for the sponsors and c) this agreement has been approved by the sponsor's Board of Directors. 23. Public Entity Crimes: "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 a contract to provide any goods or services to a public entity, may not submit a bid on a contract 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, subcontractor, or consultant under a contract 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". 24. Force Maieure: The Event Sponsor shall not be liable for delay in performance or failure to produce the event in whole or in part-due to the occurrence of any contingency beyond its control or the control, 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, act of nature (including presence Acura 2007 FY 2007 TurnKey Event Funding 7 of endangered animal species which cannot be timely removed in a safe manner or any act of any !~overnmental authority which prohibits the event to be produced, in full or in part, as described and for which the Event Sponsor has exercised reasonable care in the prevention thereof. Any delay or failure due to the causes stated shall not constitute a breach of the Agreement; however, the sacc shall have the right to determine if there will be any reduction to the amount of funds due to the Event Sponsor after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to produce the event. Upon demand of TDC or sacc, the Event Sponsor must furnish evidence of the causes of such delay or failure. sacc shall not pay for any services or activities, promotional or otherwise, connected with an event produced after the date(s) described in paragraph 1 and Scope of Services. 25. 130verninq Law, Venue: 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. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Event Sponsor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 26. 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 Event Sponsor 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. 27. Claims for Federal or State Aid. Event Sponsor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further Ilhe purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 28. Adiudication of Disputes or Disaqreements. County and Event Sponsor agree that all disputes and disagreements shall be attempted to be resolved by meet Acura 2007 FY 2007 TurnKey Event Funding( 8 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. 29. No Solicitation/Pavment. The County and Event Sponsor 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 agrees that the County shall have the right 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. 30. Public Access. The County and Event Sponsor 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 Event Sponsor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreemenlt upon violation of this provision by Event Sponsor. 31. Privileaes 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 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. 32. Leaal Obliaations and Responsibilities: 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 Acura 2007 FY 2007 TurnKey Event Funding 9 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. 33. Non-Waiver of Immunitv: Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the County and the Event Sponsor 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. 34. Non-Reliance bv 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 Event Sponsor agree that neither the County nor the Event Sponsor 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. 35. Attornev's Fees and Costs: The County and Event Sponsor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party 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. 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. 36. Section Headinas: 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. Acura 2007 FY 2007 TurnKey Event Funding 10 37. Entire Aqreement: The parties agree that the Agreement above constitutes the entire agreement between the BOCC and Event Sponsor. Board of County Commissioners of Monroe Co nty , ; or/Chairman (CORPORATE SEAL) Attest: Premiere Racing, Inc. By. By rvA Secretary Pre t ~kf 5'. Print Name Print Name ~ -n r: :P ~ ,." OR TWO WITNESSES ?J ~ I.:;;l oC">:::;r: -n rI',1" -.-: ?C,' I 0 O. ...1 ;rJ (1 ) (2) o~:....-. ;CJ l~~ ~~.~'f-:~ ~ ,'<1 -(J: :<:-i~: c;J) 0 ,. ?:J -~ (';1 (J'1 .;) Print Name Print Name .. 1"1'1 :P c;J) MONROE COUNTY ATTORNEY ~~A~TOFORM: _~..I'JI~ SU N M. GRIMSL "SSIST",T COUNTY "TTORNEY Oala j? v tJ(. Acura 2007 FY 2007 TurnKey Event Funding 11 lHHLO~DA KmJrKH W[Sl MONROE COUNTY TOURIST UEV[lOPMENT COUNCIl Come as YOiU arc@ lH[ [LORIDAKm &KHwm MONROE COUNTY TOURIST UmLOPMm COUNCil Come as you are@ TH[ ~LORIDAKHS & KH WfST MONROE COUNTYTOURIST UEVELOPMENT COUNCil Coml: as you are'" TH[ ~LORIDA_KHS &KHW[ST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are'" lH[ [LORIDA Km & KH W[Sl MONROE COUNTYTOURIST UmlOPMENT COUNCIl Come as you are@ lH[ [LORIDA Km & KH wm MONROE COUNTY TOURIST UmlOPMEIIT COUNCIL Come as you are@ lH[ [LORIDA Km & KH wm MONROE COUNTY TOURIST UEVELOPMENT COUNCil Come as you are@ lH[ [LORIDA Km & KH wm MONROE COUNTY TOURIST UEV[lOPMENT COUNCIl Come as you are@ TH[ nORIDA KHS & KH WfST MONROE COUIITY TOURIST DEVELOPMENT COUNCil Come as you are'" TH[ nORIDA KHS & KH WfST MONROE COUNTY TOURIST DEVELOPMENT COUNCil Come as you are'" TH[ nORIDA KHS & KH WfST MONROE COUNTY TOURIST DEVELOPMENT COUNCil Come as you are'" TH[ nORIDA KHS & KH WfST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are'" T~t nOR IDA KtYS & KtY WtST T~t nORIDA KtvS & Ktv WtST T~t nOR IDA KtvS & Ktv WtST MONRO[ COUNTY HlURIST O[VROPM[NT COUNCIL MONRO[ COUNTYTOURIST OmLOPM[NT COUNCIL MONRO[ COUNTY TOURIST O[V[lOPM[NT COUNCIL Come as you are@ Come as you are@ Come as you are@ T~t fLORIDA KtYS & Ktv WtST T~t fLORIDA KtvS & Ktv WtST T~t nORIDA KtvS & KtY WtST MONRO[ COUNTYTOURIST nmLOPM[NT COUNCIL MONRO[ COUNTYTOURIST OmLOPM[NT COUNCIL MONRO[ COUNTY TOURIST OmLOPM[NT COUNCIL Come as you are@ Come as you are@ Come as you are@ TH[ [lORIDA K[YS & K[Y W[ST MONRO[ COUNTY TOURIST D[V[LOPM[NT COUNCIL Come as you are@ TH[ [lORIDA K[YS & K[Y W[ST MONRO[ COUNTYTOURIST D[V[LOPM[NT COUNCIL Come as you are@ TH[ [lORIDA K[YS & K[Y W[ST MONRO[ COUNTY TOURIST D[V[LOPM[NT COUNCIL Come as you are@ TH[ [lORIDA K[YS & KH W[ST MONRO[ COUNTYTOURIST D[V[LOPM[NT COUNCIL Come as you are@ MCTG-3125 New Logo Slick L01 . PREMIERE RACING INC. fD) ml@m rrW~ ~ ill AUG 2 4 2006 0 August 22, 2006 . Maxine Pacini Administrative Assistant Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, Florida 33040 Dear Maxine, Enclosed are the signed original copies of the Agreement for Premiere Racing's Acura Key West 2007 Turn Key Event. They are signed by Peter Craig (President) and embossed with our seal. As always, we really appreciate your help. Best renards, 67 B Front Street. Marblehead, MA 01945 . Tel: 781-639-9545 . Fax 781-639-9171 Client*: 12597 USSAIL ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE D ""Y ' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Gowrie,Barden&Brett,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 70 Essex Road um nE THIS CERTIFICATE DOES NOT AMEND,EXTEND OR i ALTER HE COVERAGE AFFORDED BY THE POLICIES BELOW. Westbrook,CT 06498 _. 8603995945 INaIRER AFFORDING COVERAGE NAICII INSURED INSURER A: sclera!Ins Co(Chubb) 20281 US Sailing Assoclatlo Inc INSURER e. 15 Maritime Drive DEL- Portsmouth,RI 02840 ., wsuRERc INSURER O: I INSURER E: COVERAGES ,FyF THE POLICIES OF INSURANCE LISTED BE. HAVEBEN Is:S r yyny)i1SJRFn NAMOD ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITIO 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. Bak JUL POLICY EFFECTIVE POLICY EXPIRATION LTR NSRC TYPE OF INSURANCE POLICY NUMBER DATE IMMDO(YI OATS IMMNDM9 UMIIS A GENERAL LIABILITY 35810562 12/01/06 12/01/07 EACH OCCURRENCE $1,000,000 GE TO REND X COMMERCIAL GENERAL LIABILITY pRGMISFa IEn occv,nn[el $1,000,000 CLAIMS MADE O OCCUR MED EXP(Any one poison) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG Elncluded POLICY ri PRO. JECT 'IOC k - ,I AUTOMOBILE LABILITY ` ANY ALL OWNED AUTOS ` ( COMBINED SINGLE LIMIT $ _ acc ident)O BODILY INJURY S SCHEDULED AUTOS "' /1 (Per person) HIRED AUTOS \M 'y --_-__ — BODILY INJURY 5 NO&OWNED AUTOS (Per e[gamD — (Per aPROPERTY et)AGE S GARAGE LIABILrn AUTO ONLY-EA ACCIDENT $ H ANY AUTO OTHER THAN EA ACC E AUTO ONLY: AGG 5 A EXCESS/UMBRELLA LABILITY 79832253 12/01/06 12/01/07 EACH OCCURRENCE $9,000,000 OCCUR n CLAIMS MADE AGGREGATE $9,000,000 E DEDUCTIBLE RETENTION S S WORKERS COMPENSATION AND WC STATLL EMPLOYERB'LIAOIIJTY T➢RYI WITS OTH- ANY PROPRIETORNARTNEIUEXECUTIVE ELEACH ACCIDENT S OFFICERMEMBER EXCLUDED? EL.DISEA$E-EA EMPLOYEE S Ify Mapibe under SPECIAL PROVISIONS below E.L.DISEASE.POLICY UMIT 5 A OTHER Marine 07312190 12/01/06 12/01/07 Protection&Indemnity $1,000,000 Limit $250 Deductible DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLESI EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Additional Insured: Premiere Racing,Inc.Monroe County Board of County commissioners, its employees and officials are listed as additional insured on general liability coverage only with respect to the Acura Key West 2007,presented by Nautica Watches event to be held from January 1st30th,2007 Including set up/break down. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Monroe County Board/� of County Commissioners DATE THEREOF,TILE ISSUING INSURER WLL ENDEAVOR TO MAIL in DAYS WRITTEN Monroe County TUC; NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.BUT FAILURE TO DO SO SHALL do Risk Management IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER.ITS AGENTS OR PO Box 1026 REPRESENTATIVES. Key West, FL 33041 AUTHORIZED IREPRESENTATfve .O . ( water iYAuw'M*s.. ACORD 25(200708),1 of 2 *S20465/M20458 LLS 0 ACORD CORPORATION 1988 Cc EKHK.(, • IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 254(2001/08) 2 of 2 M520465/M20458