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HomeMy WebLinkAboutItem D1COUNTY of MONROE The Florida Keys BOARD OF COUNTY COMMISSIONERS Mayor Michelle Lincoln, District 2 Mayor Pro Terra David Rice, District 4 Craig Cates, District 1 James K. Scholl, District 3 Holly Merrill Raschein, District 5 Regular Meeting January 28, 2026 Agenda Item Number: D1 25-0154 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: N/A STAFF CONTACT: Ammie Machan AGENDA ITEM WORDING: Approval to pay for expenditures incurred by 3406 N Roosevelt Blvd Corporation d/b/a Visit Florida Keys (VFK) for agreements with 2050 City LC for Al Roadmapping for VFK Staff; 111 Amendment to Agreement with The Print Farm, Inc. d/b/a PF Solutions for Material storage and shipping; Tropic Ocean Airways, LLC for seaplane transportation and Historic Tours of America, Inc for trolley transportation which were for a recent Lilly Pulitzer fashion show marketing & media event. ITEM BACKGROUND: Visit Florida Keys approved the agreements for 2050 City LC and The Print Farm, Inc. d/b/a PF Solutions at their meeting of December 4, 2025. Visit Florida Keys will ratify the Agreements with Tropic Ocean Airways, LLC, and Historic Tours of America, Inc. at their meeting of February 12, 2026. PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: The Agreements with Tropic Ocean Airways, LLC, and Historic Tours of America, Inc. Require Insurance. CONTRACT/AGREEMENT CHANGES: New Agreements STAFF RECOMMENDATION: Approval DOCUMENTATION: FINANCIAL IMPACT: 2050 City LC 116 76007 SC_00085 Print Farm 116-76006 SC 00040 Tropic Ocean Airways and Historic Tours of America: 76671-SC_00039 DI. Approval to pay for expenditures incurred by 3406 N Roosevelt Blvd Corporation d/b/a Visit Florida Keys (VFK) for agreements with 2050 City LC for Al Roadmapping for VFK Staff; 1 st Amendment to Agreement with The Print Farm, Inc. d/b/a PF Solutions for Material storage and shipping; Tropic Ocean Airways, LLC for seaplane transportation and Historic Tours of America, Inc for trolley transportation which were for a recent Lilly Pulitzer fashion show marketing & media event. AGREEMENT FOR Al ROADMAP for VFK Staff This Agreement ("Agreement") is made and entered into this day of , 2026 by and between 3405 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys, whose address is 1201 White Street, Suite 102, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "VFK", 2050 City LC, whose address is 2569 Thornview St. Las Vegas NV, 89435 its successors and assigns, hereinafter referred to as "Contractor", WITNESSETH: WHEREAS, the VFK is in need of Roadmapping for Artificial Intelligence (AI) use for VFK Staff; and WHEREAS, Contractor is able to provide the services, as set forth in more detail in Attachment A which shall collectively be referred to as the "Project"; and WHEREAS, VFK is a not -for -profit corporation that supports the Monroe County Tourist Development Council (TDC) and is funded in part by the Monroe County Board of County Commissioners (County) and therefore certain terms and conditions are required by law and policy as set forth herein; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, VFK and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES 1.2 By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the VFK: 1.3 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.4 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.5 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.6 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.7 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle VFK to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.8 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of VFK, the TDC or 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. 1.9 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from VFK. 2.2 NOTICE REQUIREMENT All written correspondence to the VFK shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre -paid, to VFK by certified mail, return receipt requested, to the following: Kara Franker President/CEO of VFK 1201 White Street, Suite 102 Key West, FL 33040 For the Contractor: Greg Oates 2569 Thornview St Las Vegas, NV 89135 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Services (Paragraph 2.) as set forth in Attachment A. Should the VFK require additional products or services they shall be paid for by the VFK at pricing, rates or fees as negotiated and in accordance with price quote or competitively bid pricing, but only if approved by the VFK before commencement. 3.2 If Additional Services are required the VFK shall issue a letter requesting and describing the requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with prior price quotes or competitive bid pricing. Only after receiving an amendment to the Agreement and a notice to proceed from the VFK, shall the CONTRACTOR proceed with the Additional Services. Any additional services must be funded and approved by the VFK board. ARTICLE IV VFK'S RESPONSIBILITIES 4.1 VFK shall provide complete and accurate information and cooperation regarding requirements for the Project. 4.2 VFK shall designate a representative to act on the VFK's behalf with respect to the Project. VFK or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 The VFK shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless VFK, the Monroe County Tourist Development Council, Monroe County and Monroe County Board of County Commissioners, its officers and employees from third party liabilities, damages, losses and reasonable costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 5.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 5.3 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The VFK shall pay the CONTRACTOR for the CONTRACTOR'S performance of this Scope of Work as outlined in Attachment A. The Total Not to Exceed Amount of Nine Thousand Nine Hundred Dollars and Zero Cents ($9,900.00) 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the VFK, a proper invoice to VFK requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk of court and Comptroller (Clerk) based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the VFK is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by the Monroe County Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the Monroe County Board of County Commissioners. 7.3.2 VFK's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 Expenses will only be reimbursed if authorized by VFK in writing in advance and to the extent and in the amount authorized by Section 112.061, Florida Statutes, Monroe County Code (Chapter 2, Art. II, Div. 3), Monroe County Policies and Procedures and Monroe County TDC Travel Guidelines, as amended. 7.4 TERM OF AGREEMENT The initial term of this Agreement is for a term commencing January 28, 2026 and terminating on September 30, 2026. This Agreement may be extended upon mutual agreement of the parties. Any renewal of this Agreement must be in writing and signed by both the VFK and CONTRACTOR. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance in accordance with the industry standards. ARTICLE IX MISCELLANEOUS 9.1 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. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of VFK and the CONTRACTOR, which approval shall be subject to such conditions and provisions as VFK 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. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the VFK shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, either Party retains the right to terminate this Agreement. Either Party may also terminate this agreement for cause with the other Party should that Party fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the terminating Party shall provide other Party with thirty (30) calendar days' notice and provide the Party with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract; however, the VFK reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: Either Party may terminate this Agreement for convenience, at any time, upon thirty (30) days' notice to other Party. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 9.5 MAINTENANCE OF 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 access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by VFK, Monroe County or the Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, 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. 9.6 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, VFK and CONTRACTOR agree that venue shall lie in the 161" Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. 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. 9.7 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 VFK 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. 9.8 ATTORNEY'S FEES AND COSTS The VFK 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 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. 9.9 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the VFK and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.10 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, as required by law. 9.11 ADJUDICATION OF DISPUTES OR DISAGREEMENTS VFK and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If 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. This provision does not negate or waive the provisions concerning termination or cancellation. 9.12 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, VFK 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. VFK and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.13 NONDISCRIMINATION CONTRACTOR and VFK agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or VFK agrees 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 VII 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 patient 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. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 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. 9.14 COVENANT OF NO INTEREST CONTRACTOR and VFK 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. 9.15 CODE OF ETHICS VFK agrees that officers and employees of the Monroe County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.16 NO SOLICITATION/PAYMENT The CONTRACTOR and VFK 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 VFK 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. 9.17 PUBLIC RECORDS COMPLIANCE. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. VFK and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by VFK and CONTRACTOR in conjunction with this contract and related to contract performance. VFK shall have the right to unilaterally cancel this contract upon violation of this provision by CONTRACTOR. Failure of CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and VFK may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 9.18 NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and VFK in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, etc. or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage. 9.19 NON -COLLUSION AFFIDAVIT CONTRACTOR by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the CONTRACTOR, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in the bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 9.20 NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the VFK agree that neither the CONTRACTOR nor the VFK 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. 9.21 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as VFK may reasonably require. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.22 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 VFK or Monroe County in his or her individual capacity, and no member, officer, agent or employee of VFK or 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. 9.23 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.24 E-VERIFY SYSTEM In accordance with F.S. 448.095, the CONTRACTOR and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 9.25 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give VFK written notice within ten (10) business days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The VFK will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. VFK Bv: CHAIR OF VFK Date: Contractor By: 4�K4� �G Sign tan ire Print Name: Greg Oates Title: Founder, 2050 City Date: January 13, 2026 Exhibit A Scope of Services Phase 1: Pre -trip Intelligence Gathering and Knowledge Sharing $3,300 • Conduct Zoom interviews with all staff in small groups to capture Al understanding levels, goals and challenges. • Conduct one all -team Zoom call to share results of team interviews. • Deliver a custom GPT and takeaways from interviews to VFK leadership team. • Deliver text and video training materials to all team members. • Work with VFK leadership team to define travel agenda and intended outcomes. • Conduct one all -team Zoom call, or multiple calls with departments, to share basic Al education and discuss upcoming visit andworkshops. Phase 2: In -Destination Al Workshops $3,300 • Conduct three half -day Al training workshops across the region. • Meet with VFK leadership team to debrief after the workshops. • Prepare a comprehensive overview of takeaways. • Develop training framework for post -travel education sessions. • Develop processes to build agentic workflows. (Agent development incurs separate cost for nominal developer fees.) Phase 3: Staff Education, Al Process Integration & Al Strategic Plan $3,300 • Conduct one round of educational sessions with groups of team members, divided into beginner and intermediate skill levels. • Work with outside developer to begin to build agentic workflows. • Meet with VFK leadership to define KPIs for Al processes. • Deliver Visit Florida Keys Al Strategic Plan. • Conduct multiple sessions with VFK leadership to outline next steps and finalize proj ect. Amendment (1StAmendment) to Material Storage and Packing Agreement THIS AMENDMENT to Agreement dated this day of 2026 is entered into by and between the 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys (hereafter called Visit Florida Keys) and The Print Farm, Inc. d/b/a PF Solutions (hereinafter called the Company). WHEREAS, there was an Agreement entered into on May 22, 2025 between the parties to continue to provide storage of materials and packaging of materials for trade shows for the sales department; and WHEREAS, the current agreement expires on January 31, 2026; WHEREAS the parties desire to extend the Agreement for a 3-month period to April30, 2026; and NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to amend the Agreement as follows: 1. Paragraph 2 of the Agreement shall be revised as follows: Term: This agreement shall terminate on April 30, 2026 Payment: Payment shall be in the amount of $2,345/month for storage and packing services upon receipt of an invoice in accordance with the Local Government Prompt Payment Act, FS. 218.70. Cost of the shipment shall be paid via Visit Florida Keys FedEx account or other shipping account. 2. The remaining provisions of this Agreement dated May 22, 2025, shall remain in full force and effect. 1st Amendment to Agreement— Print Farm 1 IN WITTNESS WHEREFOR, the parties have set their hands and seal on the day and year first above written. 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys B Chairperson Print Name Date: Print Farm President Print Name Date: 1 st Amendment to Agreement - Print Farm K AGREEMENT FOR TROLLEY TRANSPORTATION This Agreement ("Agreement") is made and entered into this day of , 2026 by and between 3405 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys, whose address is 1201 White Street, Suite 102, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "VFK", Historic Tours of America, Inc. whose address is 201 Front St. Key West, Florida 33040 its successors and assigns, hereinafter referred to as "Contractor", WITNESSETH: WHEREAS, the Monroe County Tourist Development Council (TDC) has endorsed and recommended that certain monies be allocated for promotion of an event, which has as one of its main purposes the attraction of tourists; and WHEREAS, VFK has promoted the Lilly Pulitzer Fashion Show ("event") as part of its overall marketing and promotion of the Florida Keys and Key West; and WHEREAS, VFK is in need of Trolley transportation services in support of the promotion and marketing of the Lilly Pulitzer Fashion Show which promotes and celebrates the Florida Keys & Key West's iconic fashion; and WHEREAS, Contractor is able to provide the services, as set forth in more detail in Attachment A which shall collectively be referred to as the "Project"; and WHEREAS, VFK is a not -for -profit corporation that supports the Monroe County Tourist Development Council (TDC) and is funded by the Monroe County Board of County Commissioners (County) and therefore certain terms and conditions are required by law and policy as set forth herein; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, VFK and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES 1.2 By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the VFK and Monroe County: 1.3 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.4 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.5 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.6 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.7 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle VFK to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.8 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of VFK, the TDC or the Monroe County 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. 1.9 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from VFK. 2.2 NOTICE REQUIREMENT All written correspondence to the VFK shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre -paid, to VFK by certified mail, return receipt requested, to the following: Kara Franker President/CEO of VFK 1201 White Street, Suite 102 Key West, FL 33040 For the Contractor: (insert name) 201 Front St. Key West, FL 33040 ARTICLE III VFK'S RESPONSIBILITIES 3.1 VFK shall provide complete and accurate information and cooperation regarding requirements for the Project. 3.2 VFK shall designate a representative to act on the VFK's behalf with respect to the Project. VFK or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 3.3 The VFK shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. ARTICLE IV INDEMNIFICATION AND HOLD HARMLESS 4.1 Contractor covenants and agrees to indemnify, defend, and hold harmless, VFK, the Monroe County Tourist Development Council, the Monroe County Board of County Commissioners, and their officers, agents, and employees, from and against any and all liability, claims, and damages (including but not limited to reasonable attorney's fees), which arise from or are in any way related to the Project. Although this Agreement is being retroactively executed after completion of the Project, Contractor expressly acknowledges its intent to assume the indemnification requirements of this section prior to commencement of the Project. Contractor further agrees that its assumption of said indemnification responsibilities was a material element of consideration for VFK to enter this agreement. 4.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 4.3 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE V PERSONNEL 5.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VI COMPENSATION and TERM 6.1 COMPENSATION BASED ON SPECIFIED RATES 6.1.1 The VFK shall pay the CONTRACTOR for the CONTRACTOR'S performance of this Scope of Work as outlined in Attachment A. The Total Not to Exceed Amount of Two Thousand Nine Dollars and Zero Cents ($2,009.00) 6.2 PAYMENTS 6.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid upon submission of a proper invoice. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit, unless otherwise agreed in writing by the VFK, a proper invoice to VFK requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk of court and Comptroller (Clerk) based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 6.3 BUDGET AND REIMBURSEABLE EXPENSES 6.3.1 The CONTRACTOR may not be entitled to receive, and the VFK is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by the Monroe County Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the Monroe County Board of County Commissioners. 6.3.2 VFK's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 6.3.3 Expenses will only be reimbursed if authorized by VFK in writing in advance and to the extent and in the amount authorized by Section 112.061, Florida Statutes, Monroe County Code (Chapter 2, Art. II, Div. 3), Monroe County Policies and Procedures and Monroe County TDC Travel Guidelines, as amended. 6.4 TERM OF AGREEMENT The term of this Agreement shall be retroactively effective to November 17, 2025 for two days of service on November 18, 2025 and November 19, 2025 ARTICLE VII INSURANCE 7.1 The CONTRACTOR shall obtain insurance as set forth below: General Liability Insurance. Contractor shall obtain Commercial General Liability Insurance. 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. Coverage shall be maintained throughout the life of the contract and must include, at 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) Auto Liability Insurance. Recognizing that the services to be provided under this Agreement requires the use of vehicles, Contractor shall obtain Business Automobile Liability Insurance and maintain such coverage throughout the life of the contract. At a minimum, this insurance shall include coverage for Owned, Non -Owned and Hired Vehicles. The minimum acceptable limits are: $1,000,000 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 Workers' Compensation. Contractor shall obtain Worker's Compensation Insurance with limits sufficient to respond to applicable Worker's Compensation state statutes and the requirements of Chapter 440, Florida Statutes. If the Contractor has been authorized by the Florida Department of Labor as an authorized self -insurer, the County may recognize and honor the Contractor's Status. If Contractor is claiming such self-insurance in lieu of Worker's Compensation insurance, Contractor shall submit a Letter of Authorization issued by the State of Florida and may be required to submit financial statements demonstrating a continuing ability to remain adequately self -insured. Contractor must have their insurance agency email the certificates of insurance directly to VFK AmmieCa),fla-keys.com The email must state that this is a certificate for an event (state name of event for which service was provided) and should be forwarded to Ammie Machan at the TDC administrative office. Your certificate must state that the Monroe County Board of County Commissioners is a "Certificate Holder" and that Monroe County, its employees and officials will be included as "additional insured" on all required policies except Worker's Compensation. Contractor shall provide as satisfactory evidence of the required insurance, either: Original certificate of Insurance or Certified copy of the actual insurance policy A certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the County. 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 Contractor's insurance shall not be construed as relieving Contractor from any liability or obligation assumed under this contract or imposed by law. 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. ARTICLE VIII MISCELLANEOUS 8.1 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. 8.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of VFK and the CONTRACTOR, which approval shall be subject to such conditions and provisions as VFK 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. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 8.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 8.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the VFK shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, either Party retains the right to terminate this Agreement. Either Party may also terminate this agreement for cause with the other Party should that Party fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the terminating Party shall provide other Party with thirty (30) calendar days' notice and provide the Party with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract; however, the VFK reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: Either Party may terminate this Agreement for convenience, at any time, upon thirty (30) days' notice to other Party. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 8.5 MAINTENANCE OF 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 access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by VFK, Monroe County or the Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, 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. 8.6 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, VFK and CONTRACTOR agree that venue shall lie in the 161" Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. 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. 8.7 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 VFK 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. 8.8 ATTORNEY'S FEES AND COSTS The VFK 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 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. 8.9 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the VFK and CONTRACTOR and their respective legal representatives, successors, and assigns. 8.10 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, as required by law. 8.11 ADJUDICATION OF DISPUTES OR DISAGREEMENTS VFK and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If 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. This provision does not negate or waive the provisions concerning termination or cancellation. 8.12 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, VFK 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. VFK and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 8.13 NONDISCRIMINATION CONTRACTOR and VFK agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or VFK agrees 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 VII 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 patient 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. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 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. 8.14 COVENANT OF NO INTEREST CONTRACTOR and VFK 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. 8.15 CODE OF ETHICS VFK agrees that officers and employees of the Monroe County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 8.16 NO SOLICITATION/PAYMENT The CONTRACTOR and VFK 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 VFK 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. 8.17 PUBLIC RECORDS COMPLIANCE. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. VFK and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by VFK and CONTRACTOR in conjunction with this contract and related to contract performance. VFK shall have the right to unilaterally cancel this contract upon violation of this provision by CONTRACTOR. Failure of CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and VFK may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 8.18 NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and VFK in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, etc. or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage. 8.19 NON -COLLUSION AFFIDAVIT CONTRACTOR by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the CONTRACTOR, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in the bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 8.20 NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the VFK agree that neither the CONTRACTOR nor the VFK 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. 8.21 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as VFK may reasonably require. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 8.22 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 VFK or Monroe County in his or her individual capacity, and no member, officer, agent or employee of VFK or Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 8.23 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 8.24 E-VERIFY SYSTEM In accordancewith F.S. 448-095, the CONTRACTOR and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 8.25 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give VFK written notice within ten (10) business days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The VFK will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. VFK Contractor By: By: CHAIR OF VFK Date: Print Name --- CONTRACTOR Title4a,rr` o Date: Signature Attachment A Historic Tours of America will provide coordinated ground transportation services for journalists, media writers, influencers, models, actresses, and fashion editors to and from designated hotels, filming locations, cultural sites, and event venues. November 18tn: From Casa Marina to Hemingway Home From Hemingway Home to Casa Marina November 191n From Casa Marina to Opal Key Marina (Danger Charter Check in) From Opal Key Marina to Casa Marina Service Cost Trolley Charter November 18, 2025 $609.00 Trolley Charter November 19, 2025 $1,400.00 Total Cost: $2,009.00 AGREEMENT FOR SEAPLANE TRANSPORTATION This Agreement ("Agreement") is made and entered into this day of , 2026 by and between 3405 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys, whose address is 1201 White Street, Suite 102, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "VFK", Tropic Ocean Airways, LLC, whose address is 1100 Lee Wagner Blvd. Suite 207 A Fort Lauderdale, Florida 33315 its successors and assigns, hereinafter referred to as "Contractor", WITNESSETH: WHEREAS, the Monroe County Tourist Development Council (TDC) has endorsed and recommended that certain monies be allocated for promotion of an event, which has as one of its main purposes the attraction of tourists; and WHEREAS, VFK has promoted the Lilly Pulitzer Fashion Show ("event") as part of its overall marketing and promotion of the Florida Keys and Key West; and WHEREAS, VFK is in need of seaplane transportation services in support of the promotion and marketing of the Lilly Pulitzer Fashion Show which promotes and celebrates the Florida Keys & Key West's iconic fashion; and WHEREAS, Contractor is able to provide the services, as set forth in more detail in Attachment A which shall collectively be referred to as the "Project"; and WHEREAS, VFK is a not -for -profit corporation that supports the Monroe County Tourist Development Council (TDC) and is funded by the Monroe County Board of County Commissioners (County) and therefore certain terms and conditions are required by law and policy as set forth herein; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, VFK and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES 1.2 By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the VFK and Monroe County: 1.3 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.4 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.5 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.6 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.7 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle VFK to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.8 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of VFK, the TDC or the Monroe County 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. 1.9 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from VFK. 2.2 NOTICE REQUIREMENT All written correspondence to the VFK shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre -paid, to VFK by certified mail, return receipt requested, to the following: Kara Franker President/CEO of VFK 1201 White Street, Suite 102 Key West, FL 33040 For the Contractor: Jason Schmidt 1100 Lee Wagner Blvd Suite 207A Fort Lauderdale, FL 33315 ARTICLE III VFK'S RESPONSIBILITIES 3.1 VFK shall provide complete and accurate information and cooperation regarding requirements for the Project. 3.2 VFK shall designate a representative to act on the VFK's behalf with respect to the Project. VFK or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 3.3 The VFK shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. ARTICLE IV INDEMNIFICATION AND HOLD HARMLESS 4.1 Contractor covenants and agrees to indemnify, defend, and hold harmless, VFK, the Monroe County Tourist Development Council, the Monroe County Board of County Commissioners, and their officers, agents, and employees, from and against any and all liability, claims, and damages (including but not limited to reasonable attorney's fees), which arise from or are in any way related to the Project. Although this Agreement is being retroactively executed after completion of the Project, Contractor expressly acknowledges its intent to assume the indemnification requirements of this section prior to commencement of the Project. Contractor further agrees that its assumption of said indemnification responsibilities was a material element of consideration for VFK to enter this agreement. 4.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 4.3 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE V PERSONNEL 5.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VI COMPENSATION and TERM 6.1 COMPENSATION BASED ON SPECIFIED RATES 6.1.1 The VFK shall pay the CONTRACTOR for the CONTRACTOR'S performance of this Scope of Work as outlined in Attachment A. The Total Not to Exceed Amount of Thirteen Thousand Three Hundred Thirteen Dollars and Zero Cents ($13,313.00) 6.2 PAYMENTS 6.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid upon submission of a proper invoice. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit, unless otherwise agreed in writing by the VFK, a proper invoice to VFK requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk of court and Comptroller (Clerk) based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 6.3 BUDGET AND REIMBURSEABLE EXPENSES 6.3.1 The CONTRACTOR may not be entitled to receive, and the VFK is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by the Monroe County Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the Monroe County Board of County Commissioners. 6.3.2 VFK's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 6.3.3 Expenses will only be reimbursed if authorized by VFK in writing in advance and to the extent and in the amount authorized by Section 112.061, Florida Statutes, Monroe County Code (Chapter 2, Art. II, Div. 3), Monroe County Policies and Procedures and Monroe County TDC Travel Guidelines, as amended. 6.4 TERM OF AGREEMENT The term of this Agreement shall be retroactively effective to November 17, 2025 for service through November 20, 2025. ARTICLE VII INSURANCE 7.1 The CONTRACTOR shall obtain insurance as set forth below: Insurance Requirements: As Contractor is engaged in provision of commercial aircraft services, Contractor shall purchase and maintain throughout the term of this Agreement Aircraft Liability Insurance which will respond to bodily injury and property damage resulting from any claim arising from the aircraft services governed by this Agreement. The minimum limits of liability are $20,000,000. 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. A Workers' Compensation insurance is required by Florida Statutes. Contractor must have their insurance agency email the certificates of insurance directly to VFK Ammiea_fla-keys.com The email must state that this is a certificate for an event (state name of event for which service was provided) and should be forwarded to Ammie Machan at the TDC administrative office. Your certificate must state that the Monroe County Board of County Commissioners is a "Certificate Holder" and that Monroe County, its employees and officials will be included as "additional insured". Contractor shall provide as satisfactory evidence of the required insurance, either: Original certificate of Insurance or Certified copy of the actual insurance policy A certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the County. 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 Contractor's insurance shall not be construed as relieving Contractor from any liability or obligation assumed under this contract or imposed by law. 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. ARTICLE VIII MISCELLANEOUS 8.1 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. 8.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of VFK and the CONTRACTOR, which approval shall be subject to such conditions and provisions as VFK 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. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 8.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 8.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the VFK shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, either Party retains the right to terminate this Agreement. Either Party may also terminate this agreement for cause with the other Party should that Party fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the terminating Party shall provide other Party with thirty (30) calendar days' notice and provide the Party with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract; however, the VFK reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: Either Party may terminate this Agreement for convenience, at any time, upon thirty (30) days' notice to other Party. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 8.5 MAINTENANCE OF 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 access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by VFK, Monroe County or the Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, 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. 8.6 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, VFK and CONTRACTOR agree that venue shall lie in the 161" Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. 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. 8.7 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 VFK 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. 8.8 ATTORNEYS FEES AND COSTS The VFK 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 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. 8.9 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the VFK and CONTRACTOR and their respective legal representatives, successors, and assigns. 8.10 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, as required by law. 8.11 ADJUDICATION OF DISPUTES OR DISAGREEMENTS VFK and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If 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. This provision does not negate or waive the provisions concerning termination or cancellation. 8.12 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, VFK 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. VFK and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 8.13 NONDISCRIMINATION CONTRACTOR and VFK agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or VFK agrees 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 VII 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 patient 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. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 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. 8.14 COVENANT OF NO INTEREST CONTRACTOR and VFK 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. 8.15 CODE OF ETHICS VFK agrees that officers and employees of the Monroe County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 8.16 NO SOLICITATION/PAYMENT The CONTRACTOR and VFK 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 VFK 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. 8.17 PUBLIC RECORDS COMPLIANCE. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. VFK and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by VFK and CONTRACTOR in conjunction with this contract and related to contract performance. VFK shall have the right to unilaterally cancel this contract upon violation of this provision by CONTRACTOR. Failure of CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and VFK may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 8.18 NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and VFK in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, etc. or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage. 8.19 NON -COLLUSION AFFIDAVIT CONTRACTOR by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the CONTRACTOR, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in the bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 8.20 NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the VFK agree that neither the CONTRACTOR nor the VFK 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. 8.21 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as VFK may reasonably require. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 8.22 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 VFK or Monroe County in his or her individual capacity, and no member, officer, agent or employee of VFK or Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 8.23 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 8.24 E-VERIFY SYSTEM In accordance with F.S. 448.095, the CONTRACTOR and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 8.25 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 8.25 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give VFK written notice within ten (10) business days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The VFK will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. VFK Bv: CHAIR OF VFK Date: CONTRACTOR BY: Signatur Print Name: Jason Schmidt Title: CEO Date: 1 /15/2026 Attachment A- Scope of Work Tropic Ocean Airways will coordinate and operate seaplane arrivals and departures based on the production schedule, providing round-trip service between Fort Lauderdale and Casa Marina (Key West). These flights support the Lilly Pulitzer fashion show event and production in Key West, including the VIP dinner at the Hemingway Home & Museum. Discounted pricing is being extended to Visit Florida Keys because Tropic Ocean Airways is participating as a collaborating transportation partner with the producers of the Lilly Pulitzer event programming and has provided reduced pricing as part of the collaboration for the Lilly Pulitzer fashion show. Service Cost Charter Base Price $10,400.00 Domestic FET 7.5% $877.50 Boat Transfer $1,600.00 Landing Fee (FLL Sheltair) $45.06 Federal Excise Tax - Segment Fees *domestic Federal Excise Tax (FET) on the air transportation of persons $40.00 Facility Fee $350.00 TOTAL $13,313.00 HISTTOU-01 CTHESSIN ,,.Rc'" CERTIFICATE OF LIABILITY INSURANCE DATE A E(MM/ 026YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. 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). PRODUCER Hub International Florida 1560 Orange Avenue Suite 760 Winter Park, FL 32789 INSURED Historic Tours of America Inc., Old Town Trolley Tours Attn: Risk Management Dept. (see attached) 108 Sea Grove Main Street Saint Augustine, FL 32084 F: 894-5431 National Union Fire Insurance Company of Corn COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 629-6378 PA THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _._ ---- _...._.. _._- ....., _- __...-._. .. ............. .__. .._... .. _ ,... INSRR TYPE OF INSURANCE ADDL WVD POLICY NUMBER. POLICY EFF POLICY D/ EXP YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 ._.....- Ik CLAIMS -MADE X OCCUR ..._._..Y ....__.. X 194-70-72 8/1/2025 8/1/2026 DAMAGE TO RENTED _�'...M.)i.L? c.41C[.k3nC$ 300,000 _ ........,._..............__ X Liquor Liability MEa.-LxP rAny one �ers>n4.-..._ $ Excluded X $1 M Occ & $2M Aggr PERSONAL s ADV wJulaY $ 5,000,000 25,000,000 GEVL X AGGREGATE LIMIT APPLIES PER: POLICY JECT LOC GENERS L AGGREGATE P_R(7DUCTS„_CC7MPtOP_AGG„ $ 25,000,000 $ ..._..., Prop Ding Died. 300,000 OTHER: $ A AUTOMOBILE LIABILITY _ COMBINED SINGLE LIMIT ( abMnlj _.. 51000,000 $ .... _ .. X ANY AUTO ........_ X 181-18-18 8/1/2025 8/1/2026 BODILY INJURY (Per OWNED SCHEDULED AUTOS ONLY AUTOS BODILYINJURY_jPer aclidcant).�_ _ ---- - ....._.. HIRED NON -OWNED ,,,...._. A TOS ONLY _�_..._. AUTOS ONLY PROPE%2TY 6AMAGE (Por acciderrt $ $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE ..----._.._._ ----.---- ....._..._.. — $ 5,000,000 --..__.._._. .._..._... EXCESS LIAB CLAIMS -MADE ....._.. 00094174-6 8/1/2025 8/1/2026 AGGREGATE — _.-.._..... $ 5,000,000 _$_ DED X RETENTION $ 0 1 1 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X IPER STATUTE FRH-_ Y / N ANY PROPRIETORfPARTNER/EXECUTIVE WC 086-67-2311 8/1/2026 8/1/2026 E L EACH AC.CIDEN'1" $ 1,000,000 OFFICER/MEMBER EXCLUDED? U (Mandatary in NH) N / A _ _ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 f ysas, describe under 1000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE POLICY LIMIT $ A Marine -Protection 14627418 8/1/2025 8/1/2026 Occr & Aggr Each 1,000,000 D Excess Marine Liabil CXS12870.085 8/1/2025 811/2026 Occr & Aggr Each 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) RE; The Harry S. Truman Little White House Operations. Monroe County Board of Commissioners is an additional Insured in regard to General Liability and Auto Liability, when required by a written contract or agreement with the Insured, per the terms and conditions of the policies endorsements APPROVED BY RISK MANAGEMENT BY ............_F` :2¢..1.....sr%...... ._`tea :.................. DATE• 1`6. 6 WAIVFRN/A AYFC CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of Commissioners tY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1201 White Street 102 Key West, FL 33040 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 01988-2015 ACORD CORPORATION, All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID. HISTTOV-W1 CTHESGNG1 Page iof2 AGENCY Hub International Florida NAMED INSURED Historic Tours of America Inc., Old Town Trolley Tours Attn: Risk Management Dept. (see attached) 108 Sea Grove Main Street Saint Augustine, FL 32084 P . OLICY NUMBER SEEPAGE1 1 CARRIER NAIC CODE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM nSA SCHEDULE noAcORoFORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance 25-2GNamed Insureds included; Historic Tours ufAmerica, Inc. American Prohibition Museum Arlington National Cemetery Tours, Inc Authentic Old Jail, Inc. Bahama Village Boston - Cambridge Trolley Tours, Inc. Boston Tea Party Ship, Inc. Boston Welcome Center, Inc. Boston Burial Ground Tours, LLC Buggy Bus, Inc. Buggy Bus, Inc. dbaOld Town Trolley Tours ofKey West. Casa CayoHu000.Inc. City Sightseeing San Antonio, LLC Clinton Square, LLC Conch Tour Train, Inc. Conch Tour Train, Inc. dbaBone Island Shuffle Congress Street Up DC Ducks Deacon Transportation, Inc. Freedom Trail Shops, Inc. Front Street Partners, Ltd. Ghosts and Gravestones oaKey West Harry S.Truman Little White House Heritage Harbor Tours, LLC Historic Properties Management, Inc. Historic Properties of America, LLC Historic Ships ofAmerica, Inc. HTASan Antonio Holdings, LLC HTM.LLC Images nvKey West, Inc. Key West Hand Print Fabrics and Fashion, Inc. Key West Hand Print Fabrics, LTD. Key West Welcome Center, Inc. Key West Touna& Attruct|ons.LLC Location oReal Estate ofKey West, Inc. Mallory Square, Inc. National Harbor Shuttle Old Savannah Distillery, LLC Old Town Key West Development, LLC Old Town Key West Development, LTD Old Town Trolley Tours ofBoston Old Town Trolley Tours ofNashville, Inc. Old Town Trolley Tours ofNew Orleans, Inc. Old Town Trolley Tours ofSan Diego Old Town Trolley Tours ofSan Antonio, LLC Old Town Trolley Tours ofSt. Augustine, Inc. Old Town Trolley Tours ofSavannah, Inc. Old Town Trolley Tours ofSt. Augustine, LLC |Old Town Trolley Tours ofWashington DC, Inc. |Old Town Trolley Tours ofSan Antonio, LLC Tropical Shell and Gifts, Inc. Trusted Tours ofAmerica, LLC Victorian Vehicles, Inc. Yankee FlManagement Corporation Treasures of the Florida Keys, Inc. The Old Road Partners, opIL General Partnership St. Augustine Historical Tours, Inc. Southernmost Duck Tours Key West Cooking School, LLC Old Town Trolley Tours of Charleston, LLC Old Town Vacation Rentals, LLC ACORD101(2VVV/01) @2uu8400RDCORPORATION. All rights reserved. The ACORD name and logo are registered marks mACom AGENCY CUSTOMER ID.- HISTTOU-01 LOC #: 1 F-11 111111 k 0 [a] Ll WMML�� �21 � CTHESSING1 Page 2 of —2 AGENCY H ub International Florida NAMED INSURED Historic Tours of America Inc., Old Town Trolley Tours Attn: Risk Management Dept. (see attached) I 108 Sea Grove Nalin Street Saint Augustine, FL 32084 POLICY NUMBER SEEPAGE 1 CARRIER NAIC CODE PEEPAGE 1 �SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability insurance Partnership Group of Key West Pacific Highway, LILC San Diego Seal Tours Savannah Welcome Center, Inc. Seal Tours ACORD 101 (2008/01) 02008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT This endorsement, effective 12:01 A.M. 08/01/2025 Policy No. 194-70-72 issued to H|GTOR|C TOURS OF AMER |CA, |NC. by NATIONAL UNION FIRE INSURANCE COMPANY OF P|TTSBUNGH, R&. ADDITIONAL INSURED - PRIMARY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4~. Other Insurance, subparagraph a. Primary Insurance, ieamended bythe addition nfthe following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. Authorized Representative or Countersignature (in States Where Applicablej 74434 (10/89) Includes copyrighted material ofInsurance Services Office, Inc. with its permission. Pogo 1 of 1 ENDORSEMENT This endorsement, effective 12:01 A.W1. OA/81/2025 pnicyNo. 181'18'18 issued to HISTORIC TOURS OFAK8ER|CA, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF P|TT8BURGH, PA. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ OFCAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: ANY PERSON ORORGANIZATION FOR WHOM YOU ARE CONTRACTUALLY BOUND 8YA WRITTEN CONTRACT ORAGREEMENT TOPROVIDE ADD|T0S.4LiN.--STATUS BUT ONLY T0THE EXTENT DFSUCH PERSON'SORORGAN|ZAT0N'SLIABILITY --ARISING OUT OFTHE USE OF A COVERED "AUTO'. I. SECTION U - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. -VVho|uVnomred is amended to add: d. Any person or organization, shown inthe schedule above, to whom you become obligated to include as on additional insured under this policy, as u result ofany contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered ''autn^. However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract or agreement. AUTHORIZED REPRESENTATIVE 87950 (9V14) Includes copyrighted information mInsurance Services Office, Inc_ Page 1 of 1 POLICY NO.: NAC6069312 ATTACHED TO CERTIFICATE # 29 CERTIFICATE OF INSURANCE THIS IS TO CERTIFY TO: To Whom It May Concern THAT THE FOLLOWING POLICY OF INSURANCE HAS BEEN ISSUED TO: Tropic Ocean Airways 1100 Lee Wagener Blvd., Suite 207A Fort Lauderdale, FL 33315 POLICY NUMBER: NAC6069312 POLICY PERIOD: From November 18, 2025 To November 18, 2026 INSURANCE COMPANY: Endurance Assurance Corporation DESCRIPTION OF COVERAGES AND LIMITS OF LIABILITY: Please refer to attached schedule which is incorporated as a part hereof. This Certificate is provided as evidence of coverage only. Subject to Date Change Recognition Endorsement. Data included in this Certificate valid as of November 18, 2025. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policies. Should the described policy be cancelled before the expiration date hereof, the issuing company will endeavor to give 30 days (10 days for non-payment) notice to the certificate holder named herein. However, failure to mail such notice shall not impose any obligation nor any liability of any kind upon the Company, its representatives or agents. By: f_ W. Brown & Associates Insurance Services Date of Issue: October 28, 2025 Certificate No.: 29 Certificate # 29 Page 1 of 3 POLICY NO.: NAC6069312 ATTACHED TO CERTIFICATE # 29 SCHEDULE OF AIRCRAFT DESCRIPTION OF AIRCRAFT No. FAA Cert # Serial # Year/Make/Model Insured Value 1 C6-FAB 208135123 2014 Cessna 208B (Amphib) $2,400,000 2 N501EX 208135010 2013 Cessna 208B (Amphib) $1,800,000 3 N421 SY 208135636 2021 Cessna Cessna 208B (Amphib) $2,900,000 4 N21955 208135341 2017 Cessna 208B Grand Caravan $2,500,000 5 N388TA 208135127 2014 Cessna 208B (Amphib) $2,000,000 6 N381TA 20813-5434 2018 Cessna 208B (Amphib) $2,750,000 7 N339TA 208135179 2015 Cessna 208B $2,000,000 8 N115PJ 208135361 2017 Textron Aviation Inc 208B (Amphib) $2,600,000 9 N383TA 208135343 2017 Cessna 208B (Amphib) $2,000,000 10 IN382TA 20813-5430 12018 Cessna 208B (Amphib) $2,900,000 PHYSICAL DAMAGE COVERAGE Deductibles No. Physical Damage Coverage Not In Motion In Motion 1 $20,000 $20,000 F. All Risk Basis 2 $20,000 $20,000 F. All Risk Basis 3 $20,000 $20,000 F. All Risk Basis 4 $20,000 $20,000 F. All Risk Basis 5 $20,000 $20,000 F. All Risk Basis 6 $20,000 $20,000 F. All Risk Basis 7 $20,000 $20,000 F. All Risk Basis 8 $20,000 $20,000 F. All Risk Basis 9 $20,000 $20,000 F. All Risk Basis 10 $20,000 $20,000 F. All Risk Basis AIRCRAFT LIABILITY COVERAGES Single Limit Bodily Injury Passenger Passenger Lia ility Limited To Each Person Each Occurrence No. & Property Damage Liability 1 $25,000,000 Included XXXX XXXX 2 $25,000,000 Included XXXX XXXX 3 $25,000,000 Included XXXX XXXX 4 $25,000,000 Included XXXX XXXX 5 $25,000,000 Included XXXX XXXX 6 $25,000,000 Included XXXX XXXX 7 $25,000,000 Included XXXX XXXX 8 $25,000,000 Included XXXX XXXX 9 $25,000,000 Included XXXX XXXX 10 1 $25,000,0001 Included I XXXXI XXXX MEDICAL EXPENSES No. Including Crew Each Person Each Occurrence 1 Yes $5,000 $55,000 2 Yes $5,000 $55,000 3 Yes $5,000 $55,000 4 Yes $5,000 $55,000 5 Yes $5,000 $55,000 6 Yes $5,000 $55,000 7 Yes $5,000 $55,000 8 Yes $5,000 $55,000 9 Yes $5,000 $55,000 Certificate # 29 Page 2 of 3 POLICY NO.: NAC6069312 ATTACHED TO CERTIFICATE # 29 MEDICAL EXPENSES No. 10 Including Crew Yes Each Person $5,000 Each Occurrence $55,000 Certificate # 29 Page 3 of 3