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Backup Documents 03/24/2015 Item #16F1 ORIGINAL DOCUMENTS CHECKLIST&ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO itzL6F 1 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNAT Routed by Purchasing Department to the Office Initials Date Following Addressee(s) (In routing order) 1. Risk Management Risk /Q44, 8/ZO/zor 5 C& .L > 4- G 2. County Attorney Office County Attorney Office ciM 3. BCC Office Board of County Commissioners y / / c `Z1\c 4. Minutes and Records Clerk of Court's Office **Please provide electronic copy (� c(z(t 2=52.pr1 5. Return to Procurement Services Procurement Services Department Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana De Leon for Sandra Herrera Phone Number 252-8375 Purchasing Staff August 25,2015 Contact and Date Agenda Date Item was March 24,2015/ Agenda Item Number 16.F.1 / Approved by the BCC Type of Document Non-Standard Agreement Number of Original 1 Attached Documents Attached PO number or account N/A Solicitation/Contract 15-6420 UWP/Pro number if document is Number/Vendor Name Watercross World to be recorded Championship INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name; Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chaiunan's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception), an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made, and the document is ready for the Chairman's signature. Ann P. Jennejohn 16F 1 From: Ann P.Jennejohn Sent: Thursday, September 03, 2015 8:50 AM To: DeLeon, Diana Subject: #15-6420 (UWP/PRO Watercross World Championship) Attachments: #15-6420 (Item #16F1 March 24, 2015).pdf Hi Diana, Attached is a copy of Agreement #15-6420, approved by the on Board March 24, 2015. Have a great day. Ann Jennejohn, Deputy Clerk Clerk of the Circuit Court Clerk of the Value Adjustment Board Collier County Minutes & Records Dept. 239-252-8406 239-252-8408 (Fax) 1 16F 1 DeLeonDiana From: Pro Watercross [info@prowatercross.corn] Sent: Tuesday, September 01, 2015 5:23 PM To: DeLeonDiana Subject: FW: Order Confirmation - Order#:9665475 (SO) - UWP, LLC (NY) Attachments: UWP, LLC-NY-Certificate of Standing-Domest.pdf Follow Up Flag: Follow up Flag Status: Flagged HI Diana, Below is the paid invoice for the business registration and I have also attached the certificate of good stand for the state of NY. Please let me know if you need anything else. Thanks, Jennifer Handler Pro Watercross Tour Give . .._.,, At l:,777777R7 CONFIDENTIALITY WARNING:This email may contain privileged or confidential information and is for the sole use of the intended recipient(s).Any unauthorized use or disclosure of this communication is prohibited.If you believe that you have received this email in error,please notify the sender immediately and delete it from your system. From: Lamaruggine, Angela [mailto:Angela.Lamaruggine@wolterskluwer.com] Sent: Tuesday, September 01, 2015 1:50 PM To: info@prowatercross.com Cc: Lapinid, Jan Antoinette Subject: Order Confirmation - Order #:9665475 (SO) - UWP, LLC (NY) Thank you for your order! Order#9665475 • Please find your order confirmation below. This project will now be assigned to your dedicated CT team in our Irvine office. • Your dedicated Team Member will be reaching out to you shortly to introduce themselves. • In addition to processing your filing,your dedicated Team Member will also review all of the documentation for accuracy and will walk you through next steps. • Invoice-Please review the billing information on the order estimate attached and kindly advise if any changes are required. Did you know that C T can also assist you to determine any business license requirements as well as assist with sales tax,withholding, unemployment and FEIN filings? Please contact me for more information about these services. Expected Completion Date : 09/07/15 1 Order Estimate: 16F 1 Service Amount Details Service Jurisdiction Quantity Charges Disbursements Due QUIP; LLC(NY) Services - Certificate of Standing- Domestic - New York 1 Registration - Florida 1 40.00 Foreign Rep /ARMS (LLC) - Florida 1 349.00 Disbursements - Certificate of Standing- Domestic - New York * 1 25.00 Registration - Florida 1 125.00 SUBTOTAL >,., .: . 389'.00 150.00 $539.00 Order Summary Service Charges $389.00 Disbursements $150.00 Subtotal $539.00 Total Savings on Invoice $178.00 Sales Tax $2.00 Less Payment Applied $541.00 TOTAL AMOUNT J„ DUE' L v$0.00 FINANCIAL FINANCIAL OVERVIEW: Invoice Recipient: Ordered By: UWP, LLC Jennifer Handler UWP, LLC UWP, LLC 1937 Fairport 9 Mile Point Road 1937 Fairport 9 Mile Point Road Penfield NY 14526 Penfield NY 14526 info@prowatercross.com Angela Lamaruggine Business Solutions Specialist CT Wolters Kluwer 3 Winners Circle 2 16F 1 Albany, NY 12205 +1 518-451-8052 direct +1 855-316-8944 team angela.lamaruggine@wolterskluwer.com ct.wotterskluwer.corn f in Mr This email has been checked for viruses by Avast antivirus software. www.avast.com 3 16F 1 State of New York Department of State } ss: I hereby certify, that UWP, LLC a NEW YORK Limited Liability Company filed Articles of Organization pursuant to the Limited Liability Company Law on 04/30/2012, and that the Limited Liability Company is existing so far as shown by the records of the Department. ••••••••.*•• *** .' OV NE .. Witness my hand and the official seal �'' ` ``—�- PA. • of the Department of State at the City (:::A lii of Albany, this 31st day of August y I�' * . two thousand and fifteen. eS7w -ard47 ge's di'. • ..-Ti.„ 5 Anthony•.'• Giardina •••; k'NT ,•' Executive Deputy Secretary of State 201509010291 * EZ 1 ó f.a 2044300 #0/44*.„ ARTICLES OF ORGANIZATION OF UWP, LLC Under Section 203 of the Limited Liability Company Law Filed By: Imelda Vasquez STATE Of N YORK c/o e alZoom.com, Inc. 101 N. Brand Blvd, l I tih Flpoxrr, . .` ` t 0F STATE Glendale, CA 91203 APR 3 0 2012 hA Drawdown Account: L galZoom_ com, Inc . 3 hm_ 3O2 3 16F1 UWP, LLC Operating Agreement A. THIS OPERATING AGREEMENT of UWP,LLC (the-Company")is entered into as of the date set forth on the signature page hereto by each of the persons named in Exhibit A hereto(referred to individually as a Member and collectively as the Members). B. The Members have formed a limited liability company under the New York Limited Liability Company Law. The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized under the laws of the state of New York. The articles of organization of the Company filed with the New York Secretary of State are hereby adopted and approved by the Members. C. The Members enter into this agreement to provide for the governance of the Company and the conduct of its business,and to specify their relative rights and obligations. NOW THEREFORE,the Members agree as follows: ARTICLE I:DEFINITIONS Capitalized terms used in this agreement have the meanings specified in this Article or elsewhere in this agreement and when not so defined shall have the meanings set forth in the New York Limited Liability Company Law. "Capital Contribution" means the amount of cash, property or services contributed to the Company. -Company"means UWP, LLC,a New York limited liability company. "Member"means a Person who acquires Membership Interests,as permitted under this agreement, and who becomes or remains a Member. "Membership Interests"means either Percentage Interest or Units, based on how ownership in the Company is expressed on Exhibit A. "Percentage Interest" means a percent ownership in the Company entitling the holder to an economic and voting interest in the Company. -Person-means an individual,partnership, limited partnership, trust,estate, association, corporation, limited liability company, or other entity, whether domestic or foreign. 1 6F 1 41, -'Unit"means a unit of ownership in the Company entitling the Member holding such Unit to an economic interest and a voting interest in the Company. ARTICLE 2: CAPITAL AND CAPITAL CONTRIBUTIONS 2.1 Initial Capital Contributions and Membership Interests. The Capital Contributions of the initial Members, as well as the Membership Interests of each Member, are listed in Exhibit A, which is made part of this agreement. Membership Interests in the Company may be expressed either in Units or in Percentage Interests. 2.2 Subsequent Contributions. No Member shall be obligated to make additional capital contributions unless unanimously agreed by all the Members. 2.3 Capital Accounts. Individual capital accounts may be maintained for each Member consisting of that Member's Capital Contribution, (I) increased by that Member's share of profits, (2)decreased by that Member's share of losses and company expenses,(3)decreased by that Member's distributions and(4) adjusted as required in accordance with applicable tax laws. 2.4 Interest. No interest shall be paid on Capital Contributions or on the balance of a Member's capital account. 2.5 Limited Liability. A Member shall not be bound by, or be personally liable for,the expenses, liabilities,or obligations of the company except as otherwise provided in this agreement or as required by law. ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS 3.1 Allocations. The profits and losses of the Company and all items of Company income, gain, loss,deduction. or credit shall be allocated,for Company book purposes and for tax purposes,pro rata in proportion to relative Membership Interests held by each Member. 3.2 Distributions. The Company shall have the right to make distributions of cash and property to the Members pro rata based on the relative Membership Interests. The timing and amount of distributions shall be determined by the Members in accordance with New York law. 3.3 Limitations on Distributions. The Company shall not make a distribution to a Member to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the Company, other than liabilities to Members on account of their Membership Interests and liabilities for which recourse of creditors is limited to specified property of the Company, exceed the fair market value of the assets of the Company, except that the fair market value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair value of such property 1 6 F 1 exceeds such liability. ARTICLE 4: MANAGEMENT 4.1 Management. The business of the Company shall be managed by the Members. In the event of a dispute between Members, final determination shall be made by a vote of the majority of the Members (unless a greater percentage is required in this Agreement or under New York law). Any Member may bind the Company in all matters in the ordinary course of business. 4.2 Banking. The Members are authorized to set up one or more bank accounts and are authorized to execute any banking resolutions provided by the institution where the accounts are being set up. All funds of the Company shall be deposited in one or more accounts with one or more recognized financial institutions in the name of the Company. 4.3 Officers. The Members are authorized to appoint one or more officers from time to time. The officers shall hold office until their successors are chosen and qualified. Subject to any employment agreement entered into between the officer and the Company,an officer shall serve at the pleasure of the Members. The current officers of the Company are listed on Exhibit B. ARTICLE 5: ACCOUNTS AND ACCOUNTING 5.1 Accounts. Complete books of account of the Company's business, in which each Company transaction shall be fully and accurately entered, shall be kept at the Company's principal executive office and shall be open to inspection and copying on reasonable notice by any Member or their authorized representatives during normal business hours for purposes reasonably related to the interest of such person as a Member.The costs of such inspection and copying shall be borne by the Member. 5.2 Records. At all times during the term of existence of the Company, and beyond that term if the Members deems it necessary,the Members shall keep or cause to be kept the following: (a) A current list of the full name and last known business or residence address of each Member,together with the Capital Contribution,the amount and terms of any agreed upon future Capital Contribution,and Membership Interest of each Member; (b) A copy of the articles of organization and any amendments; (c) Copies of the Company's federal,state, and local income tax or information returns and reports, if any, for the six most recent taxable years; and -3- 16E1 (d) An original executed copy or counterparts of this agreement and any amendments. 5.3 Income Tax Returns, Within 45 days after the end of each taxable year,the Company shall use its best efforts to send to each of the Members all information necessary for the Members to complete their federal and state income tax or information returns and a copy of the Company's federal, state,and local income tax or information returns for such year. 5.4 Tax Matters Member. Jennifer A. Handler shall act as tax matters member of the Company to represent the Company(at the Company's expense) in connection with all examinations of the Company's affairs by tax authorities and to expend Company funds for professional services and costs associated therewith. ARTICLE 6: MEMBERSHIP-4vIEETINGS, VOTING 6.1 Members and Voting Rights. Members shall have the right and power to vote on all matters with respect to which this agreement or New York law requires or permits such Member action. Voting shall be based on Membership Interests. Unless otherwise stated in this Agreement or under New York law,the vote of the Members holding a majority of the Membership Interests shall be required to approve or carry an action. 6.2 Meetings. Regular or annual meetings of the Members are not required but may be held at such time and place as the Members deem necessary or desirable for the reasonable management of the Company. A written notice shall be given not less than 10 days nor more than 60 days before the date of the meeting to each member entitled to vote at the meeting. In any instance in which the approval of the Members is required under this agreement, such approval may be obtained in any manner permitted by New York law,including by conference telephone or similar communications equipment. In addition,notice to any meeting may be waived,and any action which could be taken at a meeting can be approved if a consent in writing, stating the action to be taken, is signed by the holders of the minimum Membership Interest needed to approve the action. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting. -4- 16F1 ARTICLE 7: WITHDRAWAL AND TRANSFERS OF MEMBERSHIP INTERESTS 7.1 Withdrawal. A Member may withdraw from the Company prior to the dissolution and winding up of the Company only with the unanimous consent of the other Members,or if such Member transfers or assigns all of his or her Membership Interests pursuant to Section 7.2 below. A Member which withdraws pursuant to this Section 7.1 shall be entitled to a distribution in an amount equal to such Member's Capital Account. 7.2 Restrictions on Transfer. A Member may transfer Membership Interests to any other Person without the consent of any other Member. A person may acquire Membership Interests directly from the Company upon the written consent of all Members. A person which acquires Membership Interests in accordance with this section shall be admitted as a Member of the Company after the person has agreed to be bound by the terms of this Operating Agreement by executing a consent in the form of Exhibit C. ARTICLE 8: DISSOLUTION AND WINDING UP 8.1 Dissolution. The Company shall be dissolved upon the first to occur of the following events: (a) The vote of Members holding a majority of the outstanding Membership Interests to dissolve the Company. (b) Entry of a decree of judicial dissolution under Section 702 of the New York Limited Liability Company Law. (c) At any time there are no Members,provided that,the Company is not dissolved and is not required to be wound up if, within 180 days after the occurrence of the event that terminated the continued membership of the last remaining member,the legal representative of the last remaining Member agrees in writing to continue the Company and to the admission of the legal representative of such Member or its assignee to the Company as a Member,effective as of the occurrence of the event that terminated the continued membership of the last remaining Member. 8,2 No automatic dissolution upon certain events. Neither the death,incapacity, disassociation,bankruptcy or withdrawal of a Member shall automatically cause a dissolution of the Company. ARTICLE 9: INDEMNIFICATION 9.1 Indemnification, The Company shall have the power to indemnify and hold harmless any Member,officer, employee,or other agent of the Company acting in any of such -5- 16F 1 „.” 460' capacities,from and against and in connection with any Proceeding(as defined below)to the maximum extent now or hereafter permitted under Section 420 of the New York Limited Liability Company Law. "Proceeding,"as used in this section,means any threatened, pending, or completed action or proceeding,whether civil,criminal, administrative,or investigative. 9.2 Expenses. Expenses of each Person indemnified under this agreement actually and reasonably incurred in connection with the defense or settlement of a Proceeding may be paid by the Company in advance of the final disposition of such Proceeding, as authorized by the Members who are not seeking indemnification upon receipt of an undertaking by such Person to repay such amount unless it shall ultimately be determined that such Person is entitled to be indemnified by the Company. -Expenses," as used in this section, includes,without limitation, attorney fees and expenses of establishing a right to indemnification, if any,under this section. ARTICLE 10: GENERAL PROVISIONS 10.1 Entire Agreement; Amendment. This agreement constitutes the whole and entire agreement of the parties with respect to the subject matter of this agreement,and it shall not be modified or amended in any respect except by a written instrument executed by all of the Members. This agreement replaces and supersedes all prior written and oral agreements by and among the Members. 10.2 Governing Law; Severability. This agreement shall be construed and enforced in accordance with the internal laws of the State of New York. If any provision of this agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal,or unenforceable to any extent, that provision shall,if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or,if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability,be severed, and the remaining provisions of this agreement shall remain in effect. 10.3 Benefit. This agreement shall be binding on and inure to the benefit of the parties and their heirs,personal representatives, and permitted successors and assigns. 10.4 Number and Gender. Whenever used in this agreement, the singular shall include the plural and the plural shall include the singular, and the neuter gender shall include the male and female as well as a trust, firm,company,or corporation, all as the context and meaning of this agreement may require. -6- 16F1 10. 5 No Third Party Beneficiary. This agreement is made solely for the benefit of the parties to this agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this agreement. -7- s' 1 6 F 1 ..,, :..„ /:,,, i IN WITNESS WHEREOF,the parties have executed or caused to be executed this Operating Agreement as of the date below. Dated: . Antheiny . Handler Tenni*- A H dler . -8- 1 F 1 120 4 30 00 0 ARTICLES OF ORGANIZATION /911 OF UWP, LLC Under Section 203 of the Limited Liability Company Law FIRST. The name of the limited liability company is UWP, LLC SECOND. The county within this state in which the limited liability company is to be located is Monroe. THIRD: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process accepted on behalf of the limited liability company served upon him or her is: c/o United States Corporation Agents, Inc., 7014 13th Avenue, Suite 202, Brooklyn, NY 11228. FOURTH: The name and street address in this state of the registered agent upon whom and at which process against the limited liability company may be served is: United States Corporation Agents, Inc., 7014 13th Avenue, Suite 202, Brooklyn, NY 11228. 1 6 F IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on the date below. 1..egalZoorn.corn, Inc., Organizer Date: April 27, 2012 is/Imelda Vasquez By: Imelda Vasquez, Assistant Secretary 101 N. Brand Blvd., I 1th Floor Glendale,CA 91203 2 16E1 /?77?71!ij7?$t r-arcitross.ecal AGREEMENT This Agreement is between the Board of County Commissioners, Collier County Florida, ("Host") c/o Naples, Marco Island, Everglades Convention and Visitors Bureau having a mailing address of 2660 Horseshoe Drive#105 Naples, FL 34104 and UWP, LLC/Pro Watercross World Championship ("UWP"), having a mailing address of 1937 Fairport Nine Mile Point Road, Penfield, NY, 14526. Whereas, UWP is in the business of staging professional watercross events and is desirous of conducting and promoting the 2015 Pro Watercross World Championship ("World Championship Event"), with the local event dates of September 19-27, 2015; and Whereas,the parties desire to enter into an agreement detailing their responsibilities in relation to the event; and Whereas, the proposed event to be conducted by UWP is in the public interest, the Parties agree as follows: Section 1 — UWP SHALL PROVIDE THE FOLLOWING SERVICES FOR THE PRO WATERCROSS WORLD CHAMPIONSHIP AT NO COST TO THE HOST a. Provide a professionally run watercross racing event from September 19th through and including September 27th, 2015, or until final completion of the event; specifically designed to entertain an audience for a minimum of five (5)to six(6) hours each day. b. Provide all necessary equipment for the race including, but not limited to, computer(s), printer(s), buoys, a public address system, flags, stop watches,tents, tables, chairs, air compressor(s), pit passes, rope, supplies,etc. c. Provide qualified officials to run the event from the pit area to the race course from the commencement date of the on-site set-up through the end date of the racing event. d. Pay the expenses of all personnel specifically engaged by UWP to work in connection with the Pro Watercross Tour. e. Brief, supervise, and instruct all volunteers working in connection with the Pro Watercross World Championship. UWP will design, purchase, and distribute to each volunteer an "official" t-shirt with the event emblem. f. Provide safety patrol boats for officials' use and pre-race promotions. g. Provide all scaffolding and stage equipment. h. Prepare all the necessary insurance and official paperwork. Provide copies of all insurance to the Host in advance of the World Championship Event. UWP, LLC Avww.ProWatercross.com Page 1 of 5 Od7 16F1 i. Provide rules and regulations for the World Championship Event, solicit and acquire all entries for the World Championship Event. j. Enforce adherence to safety and insurance requirements. k. Provide press releases and photos for local and national media. Design, arrange, print, and distribute the official schedule of events for the Pro Watercross Tour. I. Any sponsors to be added as signage for the event must be provide in a "vector" format or as a jpg image at 300 dpi by March 1,2015. m. Estimated room nights generated from the event would be a minimum of 1500 room nights. Section 2 — HOST SITE REQUIREMENTS FOR THE EVENT As consideration for the rights and benefits granted herein and provided that UWP is in compliance with the terms of this Agreement,the Host shall provide the following at no additional cost to UWP: a. Host will allow UWP to use its personal watercrafts on the lake of Sugdon Regional Park for the purpose of tuning starting Tuesday,September 8,2015 through September 18,2015. b. Host guarantees the use of the event site, Sugden Regional Park, Naples, Florida, free of charge, starting Saturday, September, 12, 2015 through Tuesday September 29, 2015 or the completion of the Event, if later. c. Host is responsible for overseeing water traffic control through communication with local marinas,boat patrols, and signage in appropriate locations. d. Standby Ambulance with a minimum of two EMTs for each day throughout the event. Starting Monday, September 21, 2015-Sunday,September 27, 2015:times to be determined. e. Provide participants/event parking&security. f. Advertising promotion–local advertising through digital and other sources (if available), which must be pre-approved by UWP before a commitment is made. g. Provide UWP with marketing material in order to help promote your community better to competitors and fans. h. Endeavor to provide UWP with ten (10) volunteers each day throughout the event week. Times to be determined. i. Provide UWP with hotel accommodations equaling fifty (50) room nights starting Monday, September 21,2015 -Sunday,September 27, 2015 or provide suitable lodging accommodations for fifteen (15) UWP staff near the race site. Hotel or lodging accommodations to be determined at the discretion of the Host. UWP, LLC www.ProWatercross.com Page 2 of 5 16F1 Section 3 — SPONSORSHIP/PROMOTIONS a. The Host will be entitled to all promotional, sponsorship, and merchandising dollars it raises pertaining to the World Championship Event. UWP is entitled to all series promotional, sponsorship, and merchandising dollars it raises. b. UWP agrees to honor all event sponsorship commitments regarding signage, booth space, etc., that the Host site makes pertaining to the watercross race, while the Host site agrees to honor all commitments regarding booth space, signage, etc., made by UWP. The Parties mutually agree to address all such issues at least 30 days prior to the commencement of the World Championship Event. c. The rights to the sale of soft goods merchandise pertaining specifically to Pro Watercross are retained by UWP,and UWP reserves the right to have a series' soft goods area at the event. d. The Host's insurance requirements are included in Exhibit "A," attached. A copy of UWP's insurance coverage shall be provided policy to the Host upon execution of this agreement. The Collier County Board of County Commissioners shall be named as an additional insured on said policy. Upon request, the Host can name up to three additional insureds. Section 4— INDEMNIFICATION a. To the maximum extent permitted by Florida law, UWP shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the UWP or anyone employed or utilized by UWP in the performance of this Agreement.This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. Section 5 — MAINTENANCE OF RECORDS In accordance with Florida Statutes,section 119.0701, UWP shall: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency." UWP, LLC www.ProWatercross.com Page 3 of 5 16F1 Section 6— TERM/END RESULT This Agreement shall become effective upon execution by the Host and shall remain in effect for one (1) year. The Agreement may be renewed for three (3) additional one (1) year terms upon mutual written agreement of the Parties and by amending the Agreement to provide for updated, future event dates. This Agreement may be amended only by written agreement of the Parties executed with the same formalities as herein expressed. Either Party may terminate this Agreement for convenience with a thirty (30) day written notice to the other. (Signature page to follow) UWP, LLC www.ProWatercross.com Page 4 of 5 1 6 F 1 H IN WITNESS WHEREOF,the UWP and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first below written. . • F BOARD OF COUNTY COMMISSIONERS ATTEST: '••. et, COLLIER COUNTY, FLORIDA Dwight E.Brock,Clerk of Courts By: 01..W4 By: Tim Nance,Chairman Dated: 31:7,erti Dated: (Seal) UWP,LLC/Pro Watercross World Championship By: First Witnefs Signature Ck0 fiOkAd(0.7- 4rivILL' Type/Print Witness Name Typed Signature Second Witness Title AO- /64 40/7 Type/Print Witness Name A ed as to .r and egality: , I Sc*` R.Teach Deputy County Attorney Item# • Agenda Date ---- Date CL-a:15 Rec'd 0 UWP, LLC www.ProWaterctoss co 111 Pages of 5 16F1 Colter County Administrative Services Division .lanagement Attachment A Insurance and Bonding Requirements Insurance I Bond Type Required Limits 1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Compensation Government Statutory Limits and Requirements 2. ❑ Employer's Liability $ single limit per occurrence 3. ❑ Commercial General Bodily Injury and Property Damage Liability (Occurrence Form) patterned after the $ _single limit per occurrence, $2,000,000 aggregate for Bodily Injury current ISO form Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability 4. ® Indemnification To the maximum extent permitted by Florida law, the Lessee indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Lessee or anyone employed or utilized by the Lessee in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising 8 Zlv (1 from the sole negligence of Collier County. 4. ❑ Automobile Liability $ Each Occurrence; Bodily Injury & Property Damage, , O 4JL Co4 Owned/Non-owned/Hired; Automobile Included \ 'I 5. ® Other insurance as ® Special Events Coverage $ 1,000,000 Per Occurrence C2yIk,�� noted: JJ [' United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. /v ) $ Per Occurrence ❑ Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ Per Occurrence ❑ Pollution $ Per Occurrence ❑ Professional Liability $ per claim and in the aggregate • $1,000,000 per claim and in the aggregate el Li ' 1 • $2,000,000 per claim and in the aggregate 6. .1 Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance provisions. 7. ® Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required. 8. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. 9. ® Thirty (30) Days Cancellation Notice required. LJB 2/9/2015 Vendor's Insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five (5)days of the award of this solicitation. Name of Firm Date Vendor Signature Print Name Insurance Agency Agent Name Telephone Number °VD r, 16F UWPINCO-01 DOYLES AC'CORL7. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `---'r 8/26/2015 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 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 License#* CONTANAME: Shelley Doyle Insurance Office of America,Inc. PHONE 407 788-3000 FAX 407 788-7933 1855 West State Road 434E-MIA/C,No,Ext):( ) (A/c,No):( ) Longwood,FL 32750 ADDRESS:Shelley.Doyle@ioausa.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:New York Marine&General Insurance Company 16608 INSURED INSURERB:AXIS Insurance Company 37273 UWP,LLC DBA Pro Watercross Tour INSURER C: 1937 Fairport Nine Mile Point Road INSURERD: Penfield,NY 14526 INSURERS: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. ITR TYPE OF INSURANCE ANSA SUBR DPOLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR X GL201500004234 04/20/2015 04/20/2016 PRE S RENTED 100,000 PREEMIMI SES(RENTED occurrence) $ MED EXP(Any one person) $ Excluded PERSONAL&ADV INJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A ANY AUTO AU201500007007 05/01/2015 05/01/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X N -OWNED PROPERTY DAMAGE $ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE ERH Y/N A ANY PROPRIETOR/PARTNER/EXECUTIVE N/A WC201500008959 05/01/2015 05/01/2016 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Equipment Floater IM201500002898 05/01/2015 05/01/2016 of others-2500 Ded 25,000 B Excess Medical MTSP-51012-1224 04/20/2015 04/20/2016 ADD 5,000 5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder listed is included as Additional Insured as respects to Liability claims arising out of the negligence of the Named Insured Designated Event Dates: September 19-27,2015 SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Collier County Government • 3299 Tamiami Trail East i '``�"` [Naples,FL 34112 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD IÔF1 AGENCY CUSTOMER ID: UWPINCO-01 DOYLES LOC#: 1 ARD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License#* NAMED INSURED Insurance Office of America,Inc. UWP,LLC DBA Pro Watercross Tour 1937 Fairport Nine Mile Point Road POLICY NUMBER Penfield,NY 14526 SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 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 Description of Operations/LocationsNehicles: EVENT LOCATION: Sugden Regional Park Naples, FL 30 day cancellation notice ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16F1 POLICY NUMBER: GL201.500004234 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Any person or organization when you and such person or organization have agreed in writing in a contract or agreement that such person or organization he added as an additional insured on your policy prior to performance of the agreement. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds the following is added to organization(s) shown in the Schedule, but only Section HI- Limits Of Insurance: with respect to liability for "bodily injurr, "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement the most we caused, in whole or in part by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement;or 1. In the performance of your ongoing operations; or 2. Available under the applicable Limits of Insurance shown in the Declarations; 2. In connection with your premises owned by or rented to you. whichever is less. However: This endorsement shall not increase the applicable Limits of Insurance shown in the 1. The insurance afforded to such additional Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 16F 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMERGENCY MEDICAL TECHNICIANS - INCIDENTAL LIABILITY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For malpractice committed by any Emergency Medical Technician providing services for or on your behalf, the definition of"occurrence"will include any act, error or omission committed by Emergency Medical Technicians will be deemed to be caused by an occurrence. For the purposes of this endorsement,"malpractice"means errors or mistakes in the rendering of or failure to render medical services for or on behalf of an insured or any employee thereof. B. For the purposes of this endorsement,the following exclusions are added to Paragraph 2., Exclusions of Section I.• Coverage A• Bodily Injury and Property Damage Liability: This insurance does not apply to any dishonest,fraudulent,criminal or malicious act committed by any Emergency Medical Technician employed by or providing services on behalf of an insured. GL 0021 0610 Includes copyrighted material of Insurance Services Office, Inc.,with Page 1 of 1 its permission.