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FY2009 11/19/2008 Turn Key Events Agreement This AGREEMENT dated the /~ay of Jim.!. 2008, 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". WITNESSETH: In consideration of the mutual covenants contained herein the parties agree as follows: 1. Payment: The COUNTY agrees to pay $75,000 (Seventy Five Thousand Dollars) for: Acura Key West 2009 on January 19 - 23,2009 from tourist development tax funds provided Event Sponsor meets all of its obligations under this agreement. 2. Scope of Services: The Event Sponsor agrees to provide the County with an event as specified in the Scope of Services below (Event): co 'J .~ c .. !j:;' - .. ". , ' ::!: 0' '2.: L_. c..- o' ',...1 C~ I ,.. W r " , .. .,. L; l.LJ ua , <::l ~" " "'" ""...( t~ = :=) 0 = =4. <-.I One (1) week of scheduled yacht racing activities Activities will include a Skipper's Meeting, SponsorNlP Race Viewing, Seminars, Symposiums, Yacht Races, Receptions and Award Ceremonies Industry Exhibit and Hospitality Area National and International media exposure for the destination 3. Payment: Upon receipt from Event Sponsor of documentation, reviewed and verified by the Tourist Development Council (TDC) Administrative Office, proving that event has been produced and promoted through marketing literature, advertising program/publication ads, television coverage, publicity and on-site advertising, and that the required insurance was obtained no less than twenty days prior to the event, COUNTY shall pay the sum in Paragraph 1. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the COUNTY. 4. Accountina: Financial records of Sponsor pertaining to this project shall be kept according to generally recognized accounting principles and shall be available to the COUNTY or to an authorized representative for audit. Records shall be retained a minimum of three years after contract has been performed. Acura Key West 2009 Contract #: 521 1 5. Modification: Any changes to this contract may be made only by written mutual agreement, recommended by the TDC and approved by the COUNTY. 6. Termination: This Agreement terminates on September 30, 2009. All invoices must be submitted prior to September 30, 2009. 7. Non Occurrence of Event: The 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: The Event Sponsor covenants and agrees to indemnify and hold harmless and defend Monroe County, its officers, employees and agents including the Tourist Development Council and Visit Florida Keys 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 services provided, event sponsored, or other activities and funding associated with this agreement, except those losses or damages caused by COUNTY or its agents. 9. Insurance Reauirements: 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. Event Sponsor will not be permitted to commence work associated with the Event (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Event Sponsor shall maintain the required insurance through out the entire duration of the 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 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 COUNTY Drior to the Event. The . Acura Key West 2009 Contract #: 521 2 insurance policy must state that the Monroe County is the certificate holder and additional Insured. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management 1100 Simonton Street Room 1-213 Key West, FL 33040 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 insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials shall be included as "Additional Insured" on all policies, exempt workers compensation. 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 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 Acura Key West 2009 Contract #: 521 3 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. Recognizing that the work governed by this contract involves the sales and/or distribution of alcoholic beverages, the Contractor's General Liability Insurance policy shall include Liquor Liability with limits equal to those of the basic coverage. A separate Liquor Liability policy is acceptable if the coverage is not more restrictive that the contractor's General Liability policy. A Workers Compensation insurance is required by Florida Statutes. Recognizing that the work governed by this contract involves the sales and/or distribution of alcoholic beverages, the Contractor's General Liability Insurance policy shall include Liquor Liability with limits equal to those of the basic coverage. A separate Liquor Liability policy is acceptable if the coverage is not more restrictive that the contractor's General Liability policy. 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 . 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 of the County. 10. Permits: The Event Sponsor will secure all required permits, licenses including but not limited to occupational licenses. 11. Laws and Reaulations: Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 12. Taxes: The COUNTY and TDC are exempt from Federal Excise and State of Florida Sales Tax. 13. Finance Charges: The COUNTY and TDC will not be responsible for any finance charges. Acura Key West ,2009 Contract #: 521 4 14. Relation of COUNTyrrOC: It is the intent of the parties hereto that the 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 COUNTY and TOC, and the COUNTY 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. Oisclosure: The Event Sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. The Event Sponsor shall disclose to the COUNTY 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 COUNTY and TOC. 16. Assianment: The 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 COUNTY. 17. Compliance with laws - Nondiscrimination: The Event Sponsor, shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 18. Security Protection: The Event Sponsor agrees to provide adequate security for the event. 19. Ethics Clause: The 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 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. Media riahts: The TOC shall have the right to broadcast, rebroadcast, use, reproduce or transmit for any purpose whatsoever, radio, television, pictures, sound, film and tape motion pictures and still photographs paid by the COUNTY and TOC under this agreement. Acura Key West 2009 Contract #: 521 5 21. Loao: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West Come As You Are" logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the TDC and County in December 2006. In-County LOQo: The logo that includes the "Monroe County Tourist Development Council" designation is to be utilized in all approved in-county print newspaper ads, magazine ads, street banners, posters and other approved signage efforts. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council", To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood with Tinsley Advertising at 305-856-6060. Out of Countv Loao: The out of county logo does NOT include the "Monroe County Tourist Development Council" designation and is to be utilized in all other efforts including any approved out-of-county print newspaper ads, magazine ads, television commercials, internet advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets) and any approved promotional items including programs, T-shirts, hats, jackets, trophies and koozie cups. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council", To seek approval, clarification and/or logo in electronic format (eps orjpg file), contact John Underwood at Tinsley Advertising at 305-856- 6060. 22. Severabilitv: 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. 23. Authoritv: 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 the agreement for the Sponsor and c) this Agreement has been approved by the Sponsor's Board of Directors. 24. 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 proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals 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 Acura Key West 2009 Contract #: 521 6 period of 36 months from the date of being placed on the convicted vendor list". By execution of this Agreement, Sponsor warrants that it is in compliance with this requirement. 25. Governina LawNenue: 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 the agreement, the County and Sponsor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 26. Notice: Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Peter Craig Premiere Racing, Inc. 67B Front Street Marblehead, MA 01945 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Acura Key West 2009 Contract #: 521 7 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 And Cynthia L. Hall, Ass!. County Attorney P.O. Box 1026 Key West, FL 33041-1026 27. Entire Aqreement: The parties agree that the Agreement above constitutes the entire agreement between the COUNTY and Event Sponsor IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year fi~~~;~~itten. 'b/.., _.~.. '~''''' f" I'~ -')~_::--=:\ " (~ v-~~2' ' 1 '"J.':~0:kolhage, Clerk "- ..~~-~ Clerk Board of County Commissioners o onroe County d - (CORPORATE SEAL) Attest: Premier Inc. By. Secretary By President Print Name Print Name Date: Date: D'f I ;2,'tlo~ OR TWO WITNESSES (1 ) (2) Print Name: Print Name: Date: Date: MONROE COUNTY ATTORNEY PROVED AS TO FOR . Acura Key West 2009 Contract #: 521 7 In-County LOQO lbe Florida Keys -.- MONROE COUNTY TOURIST DMlOPMENT COUNCIL Out-ot-County Loco lbe Florida Keys -.- Acura Key West 2009 Contract #: 521 9 CSR NB DATE MMDDJVV? ACORD CERTIFICATE OF LIABILITY INSURANCE PRZRODl 01/07/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE THE BURKE INSURANCE AGENCY HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 18 Brown Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Salem MA 01970 Phone: 978-741-7810 Fax:978-741-7805 INSURERS AFFORDING COVERAGE NAIC MURK, INSURERA mw.acon mauz.nc. company 20621 INSURERLI Liberty Mutual num nag co. PREMIERE RACING, INC. INsuRERc - -� -- Mr. Peter Craig rleheS01 INSURER DMabadMA 945 . INSURER E. COVERAGES -NE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWIT S ANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CDMRAcr OR THER DOCJMEM WITH RESPECT TO WHICH TWO CERT'FICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERNS.EXCUUSIO S AND CONDITIONS OF SUCH PJJaES AGGREGATE.IMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS "MG RLPLP LIE NSRCTYPE OF INSURANCE POLICY NUMBER GATE(MM90/Yl Playb DATE I M MTO/W) LIMITS GENERAL LIABILITY EACH CCCUPRENCE $ PRE (Ea owLercnl COMMERCIALGENERA.LIABILITY $ (DAMS MADE OCCUR MED EXP(Any one Nersonl $ PERSONAL a ADV INJURY $ / GENERAL AGGREGATE GEN'LAGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/GP A& S 7 POLICY JEC LOC AUTOMOBILE LABILITY COMBINED SINGLE LIMIT Y AJTO (Ea eulNerN $1,000,000 ALL OWNED AUTOS BODILY INJURY H A SCHEDULED AUTOS FB1E59076 11/02/08 11/02/09 IPrson1 erre A X HIRED AUTOS BODILY INJURY A X NON-OWNED AUTOS (Rob ecaerI S PROPERTY DAMAGE (Per maiden') GARAGE ABILITY AUTO ONLY-EAAcCICENT ANY&'TO OTHER TNN EA ACC _- ALTOON_Y. AGG EXCESSNMBRELLA LIABILITY EACH OCCURRENCE I OCCUR CI AIMS MADE AGGREGATE DEDUCTIBLE RETENTION $ WColAul. IPA WORKERS COMPENSATION ANO TORY LIMITS ER EMPLOB N1Ypfl sas LIABILRTOwpY WC1-31S-319964 01/11/08 01/11/09 EL EACH ACCIDENT 500000 OFFIPCEE SRMEMBER EXCLUEDEED, cUTIVE pv a m..1 o..N -319 aw9u 01/11/09 01/11/10 EL DISEASE-EA EMPLOYEE 500000 TSPEau PRwi PROVISIONS below E.DISEASE POLICY LIMB' 500000 OTHER DESCRIPTION OF OPERATIONS ILO WTONSI VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS Monroe County Board of Commisioners will be listed as Additional Insured for Commercial Auto Coverage. CERTIFICATE HOLDER CANCELLATION MONBOEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION MONROE COUNTY BOARD OF DATE THEREOF.THE ISSUING INSURER WILL ENDEAVOR TO MAIL 20 DAYS WRITTEN COUNTY COMMISSIONERS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.BUT FAILURE TO DO SO SHALL c/o Risk Management IMPOSE NO OBLIGATION OR LIABILRY OF ANY KIND LEON THE INSURER,ITS AGENTS DR 1100 Simonton St, Room 1-213 Key West FL 33040 RREEPPRRREESSSEEENTAAAI1VVEES•/per/�'j1(Y�.£�.a ACORD 8(2001198) ACORD CORPORATION 1988 CC -�r.wm.cc. s Client#: 12597 USSAIL ACORD_ CERTIFICATE OF LIABILITY INSURANCE ;A,yoaDNYYY) 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 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Westbrook,CT 06498 -" -- 860399-5945 INSURERS AFFORDING COVERAGE NAIC 4 INSURED INSURER A: Federal ins Co(Chubb) 20281 US Sailing Association Inc INSURER B. 15 Maritime Drive INSURER C. Portsmouth,RI 02840 INSURER D. INSURER e COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR 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. TWA ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR NSRCDATE IM$VDWYYI DATE IMMNWYYI A GENERAL LIABILITY 35810562 12/01/08 12/01/09 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISE,(FaErcr?r nm) 51,000,000 CLAIMS MADE ri OCCUR MED EXP(Any one Person) $10,000 — PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE s2,000,000 GEN L AGGREGATE LIMIT APPLIES PER'. PRODUCTS-COMP/OP AGG sincluded POLICYBIB UTY Lam' ^`�^y^ AUTOMOBILE LIABIl1TY J o COMBINED SINGLE LIMIT $ ANY AUTO qqq (Ea erodes° — ALLOWNEDAUTOS I 'O./ X / BODILY INJURY $ SCHEDULED AUTOS (Per Person) HIRED AUTOS — BODILY INJURY $ _ NON-OWNED AUTOS (Per modem) 1 PROPERTY DAMAGE $ (Per acdeenI) GARAGE LIABILITY AUTO ONLY EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY. AGG $ A EXCESS/UMBRELLA LIABILITY 79832253 12/01/08 12/01/09 EACH OCCURRENCE $9,000,000 X I OCCUR ri CLAIMS MADE AGGREGATE $9,000,0013 $ DEDUCTIBLEH a RETENTION $ $ WORKERS COMPENSATION AND WC I I IMIT- OFR- TORV TC FR EMPLOYERS' IETOR/PAR ANY PROPRIETOR EXCLUDED' EL DISEASE SE-EAM $ OFFICER/MEMBER EXCLUDED? E L DISEASE-EA EMPLOYEE $ ny eI.PRO ISIOr SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ A OTHER Marine 07312190 12/01/08 12/01/09 Protection&indemnity $1,000,000 Limit $250 Deductible • DESCRIPTOR OF OPERATIONS/LOCATIONS(VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Additional Insured: Premiere Racing,Inc. Monroe County Board of County commissioners,is employees and officials are listed as certificate holders and additional insured on general liability coverage only with respect to the Acura Key West 2009 presented by Nautica to be held from January 2nd-February 5th,2009,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,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN Monroe County TDC; 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 1100 Simonton Street,Room 1-213 REPRESENTATIVES. Key West,FL 33041 AUTHORIZED REPRESENTA VE 4 . (tk.r,,, ,A +.� ACORD 25(2901/08)1 of 2 #527834/M27695 LLS 0 ACORD CORPORATION 1989 C l; :4tca.4..Pa.`w.