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11/14/2007 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: December 12, 2007 TO: Dave Koppel, County Engineer Engineering Division ATTN: FROM: Judy Clarke, Assistant Coun:! Sngineer Isabel C. DeSantis oJY' Deputy Clerk / At the November 14, 2007, Board of County Commissioner's meeting, the Board granted approval and authorized execution of a new Contract between Monroe County and Paradise Divers, Inc. to provide ferry service between the City of Marathon and Pigeon Key. Enclosed is a copy of the above-mentioned for your handling. Should you have any questions pll~ase do not hesitate to contact this office. cc: County Attorney Finance Fi1e../ CONTRACT wi!.. Ii THIS AGREEMENT, made and entered into this LL- day of 17(JV ',2007, A.D., by and between MONROE COUNTY, FLORIDA (hereinafter sometimes called the "County" and "County"), and Paradise Divers. Inc. (hereinafter called the "Contractor"). WITNESSED: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follow: 1.01 THE CONTRACT The contract between the County and the contractor, of which this agreement is a part, consists of the contract documents. 1.02 THE CONTRACT DOCUMENTS The contract documents consist of this agreement, the Request for Proposals (RFP), and any addenda issued hereafter, any other amendments hereto executed by the parties hereafter, together with the bid proposal and any additions or clarifications, and all required insurance documentation. 2.0 SCOPE OF THE WORK The Contractor shall provide ferry services between the City of Marathon and Pigeon Key as specified in Exhibit A of this agreement. 3.0 THE CONTRACT SUM The County shall pay to the Contractor for the faithful performance of said service on a per month in arrears basis on or before the last day of the following month for each month of the contract terrn.. The Contractor shall provide the County with documentation to support the income earned by the Contractor from the services provided, to which shall be applied the rates set forth in Exhibit A of this agreement. The County's performance and obligation to pay under this agreement is contingent upon annual appropriation by the Board of County Commissioners. 4.0 CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. All contract documents have been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the County than against the Contractor. B. Any ambiiguity or uncertainty in the contract documents shall be interpreted and construed by the County, and his decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of !this Contract and contract documents covering the services. Failure on the part of the Contractor, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Temporary Ferry Service Between the City of Marathon and Pigeon Key Contractor, who shall in any event be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason ofthe Contractor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the contract documents. 5.0 TERM OF CONTRACT/RENEWAL A. This contract shall be for a period of seven and one half months, commenCing~, 2007 and terminating June 30. 2008. B. The County shall have the option to renew this agreement after the first term, and each succeeding term, for four additional six-month periods. The Contract amount agreed to herein may be adjusted only by written addendum hereto executed by both parties. 6.0 HOLD HARMLESS The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners, the State of F1orida, and the F10rida Department of Transportation 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 services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Contractor or its Subcontractors in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of 1he Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for a.bove. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained else:where within this agreement. 7.0 INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor andl not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the contractor or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 8.0 ASSURANCE AGAINST DISCRIMINATION County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action 2 Temporary Ferry Service Between the City or Marathon and Pigeon Key on the part of any party, effective the date of the court order. County or Contractor 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: I) 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 age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) 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 II) any other nondis,crimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.0 ASSIGNMENT/SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed-upon price ofthe services/goods of the Contractor. 10.0 COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulation pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, mles and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. 11.0 INSURANCE Prior to execution of this agreement, the contractor shall furnish the County Certificates of Insurance indicating the following minimum coverages: 3 Temporary Ferry Service Between the City of Marathon and Pigeon Key Worker's Compensation Employers' Liability Insurance Statutory Limits $100,000 Accident $100,000 Disease, policy limits $100,000 Disease, each employee (Proof of qualification for Exemption Waiver as specified in Florida Statute 440.5 may be substituted for specified coverage). Jones Act Coverage $1,000,000 per occurrence Vehicle Liability Not required General Liability, including Premises/Operations Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Expanded DI~finition of Property Damage $250,000 combined single limit Employee Dishonesty Coverage (Required only if Contractor collects a fee on behalf of the County and is obligated to pass thesf: funds on to the County) $10,000 per Occurrence Garage Keepers Legal Liability (required only if Contractor provides valet parking service as part of activities.) $1,000,000 Combined Single Limit Water Craft Liability $10,000,000 per occurrence $10,000,000 aggregate Pollution Liability Insurance $1,000,000 per occurrence $1,000,000 aggregate Or minimum limit established by the US Coast Guard, whichever is less. 12.0 PROFESSIONAL RESPONSIBILITY The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described, subject to the terms and conditions set forth in these contract documents The Contractor shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Continued funding by the County is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of contractor. 4 Temporary Ferry Service Between the City of Marathon and Pigeon Key 13.0 NOTICE REQUIREMENT Any notice fI~quired or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: For the County: Monroe County Administrator 1100 Simonton Street Key West, FL 33040 and Monroe County Attorney P. O. Box 1026 Key West, FL 33041-1026 For the Contractor: Paradise Divers, Inc. 38801 Overseas Highway Big Pine Key, Florida 33043 14.0 CANCELLATION The County may cancel this contract for cause with thirty (30) days notice to the contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. Either of the parties hereto may cancel this agreement without cause by giving the other party ninety (90) days written notice of its intention to do so. 15.0 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES: This Agreement shall be governed by and construed in accordance with the laws ofthe State of Florida applkable 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 Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. a) Severability. Ifany term, covenant, condition or provision of this Agreement (or the application thereofto 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 ofthis 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 Contractor 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. 5 Temporary Ferry Service Between the City of Marathon and Pigeon Key b) Attomey's Fees and Costs. The County and Contractor 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 attomey's fees and court costs, as an award against the non-prevailing party, and shall include attorney's fees and courts costs, in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil PrQ(:edure and usual and customary procedures required by the circuit court of Monroe County. c) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 16.0 RECORDS. Contractor 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 a,;cess 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 Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Contractor. 17.0 BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of th,: County and Contractor and their respective legal representatives, successors, and assIgns. 18.0 AUTHORITY. Each party r,'presents and warrants to the other that the execution, delivery and performance of this Agreemmt have been duly authorized by all necessary County and corporate action, as required by law. 19.0 COVENANT OF NO INTEREST. County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 20.0 CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be r"quired to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or 6 Temporary Ferry Service Between the City of Marathon and Pigeon Key acceptance of gifts; doing business with one's County; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain infonnation. 21.0 NO SOLICIT A TIONIP A YMENT. The County and Contractor 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 Contractor agrees that the County shall have the right to terminate this Agreemt:nt 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. 22.0 PUBLIC ACCESS. The County and Contractor 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 Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. 23.0 NON-WAIVER OF IMMUNITY. Notwithstanding he provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local goverrunent 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. 24.0 PRIVILEGES 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 Agreem<:nt 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 ofthe County. 25.0 LEGAL OBLIGATIONS 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 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. 26.0 NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the tenns, 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 Contractor agree that neither the County nor the Contractor or any agent, 7 Temporary Ferry Service Between the City or Marathon and Pigeon Key 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 und,~r this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 27.0 ATTESTATIONS. Contractor agrees to execute such documents as the County may reasonably n~quire, including an Ethics Statement, and a Drug-Free Workplace Statement. 28.0 PUBLIC ENTITIES 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 contracts 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 exoess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, the Contractor represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. In addition to the foregoing, Contractor further represents that there has been no determination, based on an audit, that it or any subconsultant has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Contractor has been placed on the convicted vendor list. The Contrador will promptly notify the County if it or any subcontractor or subconsuItant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 29.0 NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his: or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute onl: and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 31.0 SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 8 Temporary Ferry Service Between the City of Marathon and Pigeon Key IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other cOlmterparts, be deemed an original contract. (SEAL) Attest: DANNY L. KOLHAGE, CLERK By:~~().L1fJJ~ Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE. UNTY, FLOIDA By: (SEAL) 'd ' ~~:e~" .,~ JJ. ~ WITNESS Tit! : By: Wr. /,41- By: ~. IlIiONROE COUNTY ATTORN Y PROVED AS TO FOR . .... :c = "." 0 = CJ ...... z l> C ,- -.... ~-". r"'n ..-In:~''_:: ", 'J a~~'_7 ("") rolA-'. -;-1 . . N -) C' (""~l .'J :roo '''' ,'-", ::J: q ;-> - 0 -T~ C, .. :;.1;) r\ I N Cl 9 EXHIBIT A SCOPE OF SERVICES AND COST BASE SERVICE Ferry Selrvice Requirements The servj,ce shall consist of two components, passenger transport and goods transport, as described below. The Contractor shall be responsible for providing all staffing, vessels, and associated equipment and services necessary to operate the service. l. Passenger Transport The Contractor shall provide for the safe, reliable and comfortable transport of passengers between landing facilities within the City of Marathon and Pigeon Key consistent with the functional requirements described within this section. Base selrvice will be provided daily between the hours of lOAM and 4 PM at headways no greater than 90 minutes supplying a functional capacity of22 passengers per 90 minute interval in each direction plus two additional round trips operated within 90 minutes before and after the hours of lOAM and 4 PM for staff access. a. Educational Groups The Foundation provides educational programs year-round on a prearranged basis. There are typically 85 educational groups per year, ranging in size from 15 to 70 persons per group. Contractor will move the entire educational group at one time using several vessels if required. Educational groups will not be charged a user fee for ferry service. The monthly fee to be paid to the Contractor for Base Service will include transportation for educational groups on regularly scheduled service to the extent possible. The cost for additional vessels to move educational groups that cannot be accommodated in the regularly scheduled service will be paid separately at a cost of$150 per round trip, as detailed below. b. Historic Tours The Foundation provides historic tours for the general public every day of the year. There are on average 16 persons daily on historic tours with a recorded high of 50 persons on one day. Contractor will provide service to Pigeon Key on a 90 minute fixed schedule between 10 am and 4 pm daily. c. Guest House Use The Foundation provides overnight use of the Guest House on Pigeon Key on a prearranged basis throughout the year. The Guest House is typically occupied 250 nights a year by groups of up to eight persons. Every effort should be made to accommodate these trips within the base service. d. Foundation Staff Up to five staff members remain in residence on Pigeon Key. Staff access will be accommodated within the base service in a manner that shall not, in the sole opinion of the County, unreasonably disrupt Foundation operations. The contractor will operate two additional round trips operated within 90 minutes before and after the hours of lOam and 4 pm for staff access. Foundation staff will not be charged a user fee for ferry service. 2.. Goods Transport The Contractor shall provide all labor and equipment necessary for the safe, rdiable and environmentally secure transport, loading and off-loading of goods b,~tween landing facilities in the City of Marathon, and Pigeon Key. Contractor will provide for goods movements using the scheduled base service, supplemented by a minimal number of additional trips that would consolidate ferry trips in a cost-effective manner. a. Consumables Foundation operations require regular delivery of diesel and propane fuel, food, and other consumables to Pigeon Key and the removal of trash, garbage and other rubbish to Marathon on a regular basis. All fuel, food and consumables will be delivered to the landing facility in Marathon for delivery to Pigeon Key by the Contractor. The Contractor will transport diesel fuel to Pigeon Key and provide equipment necessary to safely offload fuel to the mobile tank on the island. The mobile tank must remain on the island and will not be moved onto the dock during fueling operations. Fuel transport and offloading will be performed in compliance with all local, state and federal laws. Pigeon Key Foundation will reimburse the contractor for the cost of diesel fuel at the actual cost with no mark up. Contractor's monthly cost includes the cost for transporting and offloading fuel only. Trash, garbage and other rubbish may be required by demand to be removed as often as daily but no less than weekly. The contractor will provide garbage dumpsters at the Marathon landing facilities. The cost for the dumpster and garbage pick up by a refuse hauler at landside facility will be paid by Pigeon Key is not included in monthly cost. Fuel, trash, garbage and rubbish will not be transported on the same ferry trip as passengers. Vessels used to transport garbage and fuel will be appropriately cleaned prior to reuse for passenger transport. Exhibit A rev Page 2 of6 Monthly fee for transportation of passengers and/or goods from the hours of 10:00 AM through 4:00 PM, with two additional trips (one before 10:00 am and one after 4:00 pm to accommodate Foundation staff) as described in Base Service: $22,114.33 per month Based on $727.05 per day for 365 days per year Additional trips as needed for educational groups Up to 84 round trips per contract period (30 days notice required for additional trips) $150.00 per round trip Contractor will not impose a user fee for passengers and goods transported as part of the Base Service. ADDITIONAL SERVICES Special Equipment Transport As directt:d by the County, the Contractor will provide for transport of bobcats and backhoes (1,700 lbs) to repair island facilities during post-hurricane event periods. Equipment Transport Cost: $2,000.00 per occurrence Passenge., Transportation-Arts Festival and other Pigeon Key Foundation Sponsored Events The Contractor will provide ferry service during the Arts Festival with sufficient capacity such that the maximum wait for any individual will be 30 minutes prior to boarding. The Contractor will use additional vessels as necessary to maintain required level of service. The Contractor will employ methods for regulating traffic and managing crowd control during the Arts Festival, such as timed boarding passes. The cost assoCJiated with passenger transportation for the Arts Festival will be borne exclusively by Pigeon Key Foundation. Cost per vessel per day: $895.00 Goods Transport for Arts Festival and other Pigeon Key Foundation Sponsored Events Contractor will provide transportation for other materials needed to support Foundation activities. Special delivery requirements associated with the Arts Festival may require delivery of tents, tables, chairs and other similar material and catering supplies on the day prior to Festival and the removal of the same the day after the event. These requirements will be identified by the Foundation no less than 30 days prior to the event. To the extent possible, ih:ms will be transported on regularly scheduled trips at no extra cost. When additional trips are required the cost will be borne exclusively by Pigeon Key Foundation. Cost for EXltra Trip: $150 per round trip Exhibit A rev Page 3 of6 Passengl~r Transportation for Contracted Functions The Contractor will transport groups for contracted events (weddings, proms, retreats, private parties) on a prearranged basis throughout the year. The Contractor will be able to transport up to 176 people within a 90 minute timeframe using several vessels if required. A minimum of 30 calendar days advance notice will be provided for contracted functions. The transportation cost for contracted functions will be borne exclusively by the contractiing group. Cost: $!I.OO per person for each round trip Goods Tlransport for Contracted Functions Contracted functions may involve transport of equipment (tents, tables, chairs) the day before or the day of the function (caterers), and return on the day after. These requiremlmts will be identified by the Foundation no less than 30 days prior to the event. To the extent possible, items will be transported on regularly scheduled trips at no extra cost. Whim additional trips are required the cost will be borne solely by the contracting group. Cost for Extra Trip: $150 per round trip OPERATIONAL REQUIREMENTS The Contractor will perform the scope of services in accordance with the operational requirements outlined below. VESSEL REQUIREMENTS The Contractor will use vessels that are compatible with the landing facilities in the City of Marathon and existing facilities on Pigeon Key. All vessels: must carry a valid Certificate of Inspection from the United States Coast Guard and must comply with all safety and accessibility laws, regulations, and requirements pertaining to the transport of passengers and goods, as applicable to the intended use of each vessel in the Contractor's operating plan. Proposed vessels are subject to approval by the County. Vessels must be equipped to safely and efficiently operate year round in the navigational and weather environment of the Florida Keys, including, but not limited to, dense fog, high wind, squalls, heavy rain, sea state and heavy vess,el traffic conditions. The Contractor shall utilize vessels that offer clean, neatly furnished and heated inside accommodations with clean restroom facilities, good lighting, waste receptacles, and an audible public address system. Exhibit A rev Page 4 of6 DOCKING FACILITIES The County will provide for access to and use of existing landing facilities on Pigeon Key. The: Contractor will provide for access to and use of Earthmark Knight's Key LLC's docking facilities at Knights Key. Landing facilities at Knights Key must have parking for a minimum of 15 vehicles to accommodate daily island visitors. Any change in landing facilities within the City of Marathon is subject to approval by the County, upon receipt of notice in accordance with Paragraph 13.0 of this Agreement. FERRY OPERATIONS The Contractor's ferry operation is subject to all regular operating permits and license requireme:nts of the United States Department of Transportation and Coast Guard, as well as the Florida Department of Transportation. The Contractor is solely responsible for any associated! fees. Prior to operation and by July 1 of each year thereafter, the Contractor shall submit an operational plan to the County for approval prior to implementation. At a minimum, this plan shall address docking, vessel operations, passenger and/or goods boarding lmd discharge plan, emergency procedures, and a projection for the length of the contract of the Contractor's capability to maintain the vessels and the crew in a satisfactory passenger transportation operational condition. The Contractor shall maintain zero-tolerance policy for drug and alcohol abuse for all employees directly involved in the provision of services under this agreement. The Contractor will provide a program of random drug and alcohol testing for the duration of this agreement consistent with the requirements of the Federal Transit Administration. PERFORMANCE MEASURES The Contractor's operating plan shall define a combination of proposed scheduled and unschedul.:d trips anticipated to be operated in a typical week for the maintenance of traffic. A trip transporting passenger(s) may be considered a minor violation of on-time performan'~e if it either: a) arrives at or departs from Pigeon Key more than 5 minutes late but less thlm 10 minutes late; or b) arrives at or departs from Marathon more than 5 minutes late but less than 10 minutes late. All other trips may be considered a minor violation of on-time performance if it either a) arrives at or departs from Pigeon Key more than 15 minutes late but less than 30 minutes late; or b) arrives at or departs from Marathon more than 15 minutes late but less than 30 minutes late. Each trip may be considered a major violation of on-time performance if its arrival or departure is in excess of these times up to one hour. Each trip arriving at its destination more than one hour late may be considered a single incident of a missed trip. The Contractor shall pay liquidated damages for each instance of violation of on-time performance or a missed trip identified by the County in accordance with the following schedule: . $1,000 per missed trip Exhibit A rev Page 5 of6 · $250 per instance of major lateness . $ 50 per instance of minor lateness · $250 per day per vessel for a violation of the passenger service standards. Violations include, but are not limited to, untidy vessels, inadequate safety appliances, an uncomfortable passenger environment, an inaudible or improperly used public address system, or discourteous crew behavior. The Contractor shall not be liable for liquidated damages for either late or missed trips in instances caused by factors strictly beyond the control of the Contractor, such as docking facility failure, schedule modifications approved by the County, heavy fog, requirements of the Vessel Traffic Service and Coast Guard, law enforcement actions, medical emergencies and rescue operations. In any event, every effort should be made to maintain safe on-time performance. However, in no circumstances shall the failure of lack of availability of the Contractor's equipment or crews, or any other such circumstances within the Contractor's control, be an acceptable excuse for late or missed trips. REPORlrING REQUIREMENTS The Conbractor shall provide detailed daily and monthly reports with accurate information on the ridership, departure time, and arrival time for each trip. These reports shall identity any late or missed trips. Reports shall be submitted in a format acceptable to the County. Daily reports shall be submitted on a weekly basis, at the end of each week, and monthly reports are due by the 5th day of the following month. At its sole discretion, the County may require daily reports to be submitted by noon on the following day. SUSPENSION OF SERVICE The Contractor shall suspend all services in the event that the Foundation suspends activities on a temporary or permanent basis. The County, at its sole discretion, will determine which days the Foundation is or is not active. The Contractor shall be compensated only for services actually provides on days which the Foundation is active. The value of days in which service is suspended shall be calculated on a pro-rated basis from an annual accumulation of monthly fees. The Foundation, Department and County are not responsible for Contractor costs incurred or revenues lost by the interruption of service and/or suspension and restart of sl~rvices. Exhibit A rev Page 60f6 r •.n srtn INSURANCE N AVIATION BUSINESS 8 INDUSTRY COMMERCIAL VESSELS YACHTS AIG MARINE OPERATIONS PRNATE CLIENT TRANSPORTATION F, , :it ,: ,,'tEtBO J c.=g ll `d tItt*Fipg Nam` ' : INSURED: CERTIFICATE DATE: September 5,2007 Paradise Divers, Inc. Linda Kruszka THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS 38801 Overseas Hwy NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT Big Pine, FL 33043 AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. VESSEL INFORMATION EFFECTIVE DATE: 02/23/07 EXPIRATION DATE 02/23/08 Year 1988 Length 30' Make Island Hopper POLICY NUMBER N00881521 002 Model Name "Paradise Sea Diver IV" INSURANCE COMPANY: Insurance Company of North America—An ACE Company THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED FOR THE POLICY PERIOD INDICATED. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN ARE SUBJECT TO TERMS,CONDITIONS.CLAUSES AND WARRANTIES INCLUDING APPLICABLE ENDORSEMENT(S)OF SUCH POLICIES. COVERAGE SECTION LIMIT OF LIABILITY DEDUCTIBLE Section A.— Property Insured Hull, Equipment&Accessories $ 65,000.00 $ 2,000.00 Windstorm Deductible $ 5,000.00 Personal Effects(Items greater than$500 to be scheduled) $ 0.00 $ 0.00 Tender/Trailer $ 0.00 $ 0.00 Section B.— Liability Insurance—Combined Single Limit Bodily Injury and Property Damage(Combined Single Limit) $ 1,000,000.00 $ 1,000.00 No.of Covered Passengers 22 $ INCLUDED $ 1,000.00 No.of Covered Crew 02 $ INCLUDED $ 1,000.00 Swim&Snorkel Endorsement - Sublimit $ 250,000.00 $ 0.00 Section C.—Medical Payments $ 10,000.00 $ 0.00 Section D.— Longshoremen's and Harbor Worker's Compensation $ STATUTORY $ 0.00 Section F.— General Conditions(Additional Coverage) Towage and Assistance(Not Claim Related) $ 500.00 Maximum $ 0.00 Extra Expense Coverage $ 1,000.00 Daily Seven(7)Days $ 25,000. Maxi m SPECIAL PROVISIONS y 'T �1 Navigation Warranty: Recreational Diving and Snorkeling Operation \dN'V1 -J I ❑CERTIFICATE HOLDER ® ADDITIONAL INSURED 0 LOSS PAYEE ' Additional Insureds Are Covered As Per Additional Insured Endorse'1/`meeLnn'tiR/`/_/�/, Monroe County Y 1100 Simonton Street Key West FL 33090 AUTHORIZED SIGNATOR ROYAL MARINE INSURANCE GROUP 8300 NW 53RD Street, Suite 102 Miami, FL 33166 • 305 477-3755 • Fax 305 477-3858 • 800 926-281 I • www.rmig.us ( ACnRr CERTIFICATE OF LIABILITY INSURANCE DATEWM/00MM') 12/4/2007 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION JAL INSURANCE SERVICES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 141 E Commercial ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Ft Lauderdale, FL 33334 (954) 958-0878 INSURERS AFFORDING COVERAGE NAIC# INSURED Paradise Divers, Inc INSURER A American Saftev Ins. Co. INSURER S. AIG Ins. Co. 3881 Oveseas Hwy INSURER C. Big Pine Key, FL 33043 INSURERD. 1305-743-4599 INSURER E. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAIDCLAIMSINSR Ain . POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION Lm TYPE OF INSURANCE DATE(MMNDIYY) DATE(MMIOD/YY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 300,000 X COMMERCIAL GENERAL LNBILItt DAMAGE TO RLN ILU PREMISES(Ea occurencs) 1 100,000 CLAIMS MADE X I OCCUR MED EXP(Any one person) $ 5,000 A GL-06500 11/09/07 11/09/08 PERSONALADVINJURY $ 300,0001 . I GENERAL AGGREGATE $ 600,000 GEN'L AGGREGATE LIMIT APPLIES PER [PRODUCTS-COMP/OP AGO $ 300,000 POLICY ,JECT III LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ',$ !ANY AUTO (Ea e¢iden0 ALL OWNED AUTOS BODILY INJURY $ iSCHEDULED AUTOS \/ (Per person HIRED AUTOS BODILY INJURY $ NON OWNEDAUTOS T -TO i ._ ._ (Pe,ecCiEenl) ___ILy ___I ,..• T PROPERTY DAMAGE $ (Peracti0em) GARAGE LIABILITY Lr' r } AUTO ONLY-EA ACCIDENT -$ ANYAUTO OTHER THAN EA ALL $ AUTOONLY. AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 9,000,000 X OCCUR CLAIMSMADE 'AGGREGATE $ 9,000,000 UM-065001 11/09/07 11/09/08 $ B I X DEDUCTIBLE $ RETENTION $ 1,COO $ I WORKERSCOMPENSATIONAND WCSTATLL OTH•. EMPLOYERS LIABILITY TORY LIMITS ER ANY TIW 1 EL EACH ACCIDENT $ I OFFrCEPA Beevl�ER unE EXCLUDED?E 1 E L DISEASE-EA EMPLOYEE $ RyeSPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate Holder Is Listed As Additional Insured on the General Liability Policy- Monroe County The $9,000,000 Exsess Liability policy is over and beyond the $1,000,000 1 coverage on the Watercraft Liability Policy Numbers #N00881521 002 AND I #N0088151 002 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Monroe County DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL30 DAYS WRITTEN 1100 Simonton Street Keywest, FL. 33040 NOTICE TO THE .TE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE Ne •BLIGATION, R LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRE- NTATNES. 1' AUTH,-IZE' - 'RE NTAT E ACORD25)2001/08) ©ACORD CORPORATION 1988 eram r 731 INSURANCE AVIATION BUSINESS& INDUSTRY COMMERCIAL VESSELS YACHTS WIG MARINE OPERATIONS PRIVATE CLIENT TRANSPORTATION INSURED: CERTIFICATE DATE: September 5,2007 Paradise Divers. Inc. Linda Kruszka THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS 38801 Overseas Hwy NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT Big Pine, FL 33043 AMEND,EXTEND OR ALTER THE COVERAGE AFFORDEO BY THE POLICIES BELOW. VESSEL INFORMATION EFFECTIVE DATE: 02/23/07 EXPIRATION DATE 02/23/08 Year 1987 Length 30' Make Island Hopper POLICY NUMBER N0088151A 002 Model Name "Paradise Sea Diver' INSURANCE COMPANY: Insurance Company of North America—An ACE Company THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED FOR THE POLICY PERIOD INDICATED. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN ARE SUBJECT TO TERMS.CONDITIONS.CLAUSES AND WARRANTIES INCLUDING APPLICABLE ENDORSEMENT(S)OF SUCH POLICIES. COVERAGE SECTION LIMIT OF LIABILITY DEDUCTIBLE Section A.— Property Insured Hull, Equipment&Accessories $ 55,000.00 $ 2,000.00 Windstorm Deductible $ 5,000.00 Personal Effects(Items greater than$500 to be scheduled) $ 0.00 $ 0.00 Tender/Trailer $ 0.00 $ 0.00 Section B.— Liability Insurance—Combined Single Limit Bodily Injury and Property Damage(Combined Single Limit) $ 1,000,000.00 $ 1,000.00 No.of Covered Passengers 22 $ INCLUDED $ 1,000.00 No.of Covered Crew 02 $ INCLUDED $ 1,000.00 Swim&Snorkel Endorsement - Sublimit $ 250,000.00 $ 0.00 Section C.—Medical Payments $ 10,000.00 $ 0.00 Section D.— Longshoremen's and Harbor Worker's Compensation $ STATUTORY $ 0.00 Section F.— General Conditions(Additional Coverage) Towage and Assistance(Not Claim Related) $ 500.00 Maximum $ 0.00 Extra Expense Coverage $ 1,000.00 Daily Seven(7)Days $ 25,000.00 Maximum SPECIAL PROVISIONS Da Navigation Warranty: Recreational Diving and Snorkeling Operation ill - 1 0 CERTIFICATE HOLDER ® ADDITIONAL INSURED 0 LOSS PAYEE -. Additional Insureds Are Covered As Per Additional Insured Endorsement Monroe County 1100 Simonton Street Key West FL 330400‘(.) AUTHORIZED SIGNATOR ROYAL MARINE INSURANCE GROUP 8300 NW 53RB Street. Suite 102 Miami, FL 33166 • 305 477-3755 • Fax 305 477-3858 • 800 926-2811 • www.rmig.us ACORD CERTIFICATE OF LIABILITY INSURANCE P OPPIID SO DATE i%DNWY /07 ' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Royal Marine Ins. Group (MIA) HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 8300 NW 53 Street, Suite#102 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Miami FL 33166 Phone: 305-477-3755 Fax:305-477-3858 I INSURERSAFFORDINGCOVERAGE NAIL# INSURED INSURER A. Great American insurance Co, INSURERe. Paradise Divers, Inc. ' Linda Kruszka INSURERC: ' 38801 Overseas Hwy INSURER D . Big Pine FL 33043 - - ---- • INSURER COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. mLTR XSR9 TYPE OF INSURANCE POLICY NUMBER ' POLICY EFFECTIVE 'POLICY EXPIRATION LIMITS I DATE IYY) I DATE(MWDWYY) I GENERAL LIABILITY EACH OCCURRENCE If800,000 I COMMERCIAL GENERAL LIABILITY PREMISES(EeSttlwnnw) $ CLAIMS MADE 1OCCUR • MED EXP(Any one person) S. - A Pollution Q 349-18-27 1 08/31/07 08/31/08 PERSONAL BADV INJURY $ GENERAL AGGREGATE $ 800,000 GEN'L AGGREGATE LIMIT APPLIES PER:' PRODUCTS-COMP/OP AGO S POLICY JECT LOC I I - •.• AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT f ANY AUTO I (Ee awtlenl) I ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS • P. person) I HIRED AUTOS • BODILY INJURY $ NON-OWNED AUTOS (Per accident) • PROPERTY DAMAGE $ -.- ^'` (Per accident) 1 GARAGE LIABILITY Y 1 �(e� AUTO ONLY-EA ACCIDENT S.EA ACC $ ANY AUTO I� �� OTHER THAN AUTO ONLY; AGG $ E%CESWUMBRELLA LIABILITY '-... _ EACH OCCURRENCE $ I OCCUR I CLAIMS MADE AGGREGATE $ DEDUCTIBLE . $ • RETENTION $ j f WORKERS COMPENSATION AND I ORYIMIT- O IR- TOflY LIMITS ER EMPLOYERS'LIABILITY ANY PROPRIETORJPARTNERJEXECUTIVE ANY EACH ACCIDENT If • OFFICERIMEMBER EXCLUDED? EL.DISEASE-EA EMPLOYEE I. II ye6 desalbe under SPECIALPROVISIONSEeIow EL.DISEASE-POLICY LIMIT $ OTHER X Pollution OMH349-18-27 08/31/07 08/31/08 Pollution 800,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Pollution s Clean Up Insurance for vessel 1988 30' Island Hopper, Hull ID# AXA17200A888 "Paradise Sea Diver IV, Approved Use: Commercial Passenger Vessel CERTIFICATE HOLDER CANCELLATION MONROEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ADDITIONAL INSURED DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Monroe County NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.BUT FAILURE TO DO SO SHALL Judith Clarke IMPOSE NO OBLIGATION OR LWBILT'OF AMY-Il U NTHE INSURER ITSAGENTS OR 1100 Simonton Street (( - Key West FL 33040 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Jeffrey M. Spector j ACORD 25(2001/08) @ ACORD CORPORATION 1988