1st Amendment 04/17/2024 GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: April 29, 2024
TO: Ammie Machan, Administrative Assistant
Tourist Development Council
FROM: Liz Yongue, Deputy Clerk
SUBJECT: April 17, 2024 BOCC Meeting
The following item has been executed and added to the record:
D27 1 st Amendment to the Master Services Agreement with Amadeus Hospitality, Inc.
to provide business intelligence including forward looking occupancy and average daily rate
trends retroactively from February 17, 2024 to February 16, 2025 in an amount not to exceed
$20,700.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
AMENDMENT NO. 1
TO THE MASTER SERVICE AGREEMENT
This Amendment No. 1(the"Amendment")is entered into by and between Monroe County("Customer")
and Amadeus Hospitality, Inc., (f/k/a TravelClick, Inc.)an Amadeus company("Amadeus")as of February
17, 2024(the "Amendment Effective Date").Customer and Amadeus are each a"Party"and,collectively,
are the"Parties"to this Amendment.
RECITALS
WHEREAS, the Parties entered into that certain Master Service Agreement dated February 17, 2023
("Agreement");and
WHEREAS,the Parties now wish to update the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this
Amendment,the Parties do hereby agree as follows:
1. The Parties agree to extend the Term of the Agreement from February 17,2024 through February
16,2025 (the "2024 Renewal Term").
2. The License Fees for the 2024 Renewal Term will be twenty thousand, seven hundred dollars
($20,700).
3. The Parties agree to add the following language to Section 1 of the General Terms and Conditions
of the Agreement:
1.1, Amadeus hereby grants Customer the non-exclusive, revocable right and license
to use the Data (as defined below), during the Term, saal�)eat to Custorner`s
a°om hear e hereunder, solely.for Custorner's internal purposes. Without limiting
the generality of the foregoing, unless otha.-.°rwe.se set for the in Section.1.4(Static
Dotaa License), below, with respect to the sharing of Data, rustorraer,rnaby not(l)
sell,resell,distribute,publish, disclose, make available orotherwise transfer Data
to any third portyr including but not limited to Customer's Af/�'llotes,°(jr)rearrange
or reverse engineer the Data;(11!)incorporate the Dotaa directly into any product
or service offered to third parties; or (iv) use the Data in a service bureau or
similor service. "Dato"means data provided by Amadeus under this Agreement
as well as access to the business intelligence pla�fbrrrs through which AmadeRas
provides such data (if any). "Affiliate" meons any entity that is controlled or
under the corswrron control of a Party.. For,purposes of this definition, "anontrol"
means at least 51% ominershlp in and the direct or indirect possession of the
power to direct or a:ouse the direction of the monogerraent and policies of a n
entity, whether through the ownershrp of voting securities, by contract or
otherwise.
1- . Customer will notify Arnaadeus pow to integrating or interfocing any software or
technology with aany.sy.sterns in wn✓h ch Amodeus provides the services, or prior to
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performing any other operation that may impact Data or Customer's access to
Data and will obtain Arnadeaas'input and consent thereto as necessary.Customer
will promptly revoke any user credentials that heave been provided by Arnadears
to access Data in a manner that contravenes this Agreement. Customer will be
solely responsible for any damages resenting from use of any user credentials,
13, Amadeus may suspend access to Data or take other corrective measures without
liability if Customers access,in Amadears'discretion, causes a degradation to any
applicable syrster'n through which Amadeus provides the services, poses.security
risks or interference with use pf such system by Gather users or,customers, or if
rustorner eases robotic software or causes a condition which may palace Amadeus
or its affiliates in potential or actual breach of its agreements with anther parties,
or if Customer is in breach of this Agreement.. Amadeus may rs>aaad* ony✓or all
components,or the format of the Data,provided that,Amadeus will provide thirty
(.30) days prior written notice if the modification is rnoteriollyr detrimental to
Customer, Notwithstanding the ,foregoing, Arnadeus shall be permitted to
provide less,but prompt,notice where such modifications are required as a result
of changes in low, its contractual arrangements with third-party service
proviaders, or dots securRyr rides,
1.4, .Static Data License. Amadeus grants Customer, a non-exclusive, revocable.,right
and license to use Static Data in Marketing Materials fear its Members, subject to
the following terms and conditions:
L4.,t.Custorraer shall not provide any third party with access to the Amadeus user
interface, the business intelligence platform or the data feed fear the purpose
pf sharing Data or,share Data that is periodically updated over time as new
information becomes available("Dynamic cData").
1 4.2.Customer shall remain sanely responsible for any acts or omissions related
to its decision to share* ,Static Data and for the protection of any
confidentiality or intellectual property rights with respect to such Static Data
by itself and by any third parties who receive the.Static Data,
.1.4.3.Custorner shall expressly prohibit its Members from sharing confidential or,
proprietary information of Amodeus within the .Static Data outside their.
respective organization using terms that are no less restrictive than the
terms of this Agreement.
.4.4.Customer shall ensure the compliance of its personnel and any third parties
with the Static Data Rules and.shall be liable for ony acts or omissions of
such persons or enmities with respect to the.Static Data.
1.4.5.Ctrstorner acknowledges and agrees that Amadeus: (a) has no liability
arising out of its sharing of Static Data; (b) has no obligation to assist
Customer with any® disputes arising from its.sharing of.Static Data; and(c)
shall retain the sole authority to determine whether shared Data constitutes
Static Data or Dynamic Data or whether the shared Data constitutes
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ID I'Wiwwo U 'S
Amodetis'confidential or pm;.,r,,etary information, FurthiprrnorE�, ICUSIOIPICN'.
will not mention Amadeus, Travel `lick, any pf'its afflliate5, or any Amodeus
business intelligence products(or any information that could be reasonably
used to identify such parties)when using.static Data.
2efnitions_p OqL k�g L�)Section.1,4:
g2 1_ ------ -------
"Member"means on entity that is party to an active agreement with Customer
constituting such entity as an ossociate to or beneficiary of Customer's
organization.
"Marketing Materials" mean Pre5er?tutions for webinars, or marketing
pre5entations, prepared using a presentation-software (e.g., Microsoft power
point)and ernail newsletters,
"Stack Data" means information retrieved by Customer from Mato and
manifested in Marketing Materials subject to the Static Data Rules.
"Static Data Rules"mean that
(i) Customer shall adhere to all aggregation rules(including but not limited
to Amodeus Competitive Set Policy), Aggregation Levels, intellectual
property protection,and confidentiality obligations(whereas as names of
companies available in Data shall be considered confidential information)
as applicable to Data, as set forth in the Agreement, and relevant
Amadeus terms as amended by Amadeus from time to time;
(li) no concrete numbers shall be shown in Static Data but only percentages;
(ifi) Customer shall mask sensitive information from the Static Data,
(iv) Customer shall ensure that the Static Data depicts only the minimum
amount of information that is necessary for its purpose;
(v) Customer shall keep records of its use or display of Static Data to verify
its compliance with the Static Data Rules and shall provide such
information to Amadeus on request,
(vi) Customer shall instruct relevant personnel on their obligations with
respect to the Static Data;
(vii) Customer shall ensure that information in Static Data shall not depict
(e.g., via a screengrab) the Data as presented in the graphical user
interface of the business intelligence platform or the data feed;and
(viii) Amadeus shall have the right, following prior written (including email)
notice to Customer to audit Customer's Static Data usage and
documentation depicting such Static Data to verify whether Customer's
practices comply with Amadeus'standards,and may request revisions to
Customer's practices related to Static Data.
(ix) "Aggregation Level"means for
hatel ,00ta rhat rio lawli7f, W,0174dkzrity throws Region/' Country and no
h)wrrrj'requenicy thonrrarlthly sh,W/be opplied', and
,air Dot,o (o) Bookings no (orwer,grantificirity than Reigiof try ionid
rio lower frequency than qur)rtedy, and (b) for, h,iqffic, Scheidules,
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amaDEus
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Search no lower granularity than Region/ Country and no ter
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frequency than monthly shall be applied. y{�, ;
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2. Notwithstanding anything to the contrary, the Customer is a tax-exempt entity off he State
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Florida and can only agree to pay taxes that are lawfully imposed upon it. Custorer agrees 4. ,
provide a valid certificate of tax exemption to Customer,as required from time to time. �`�`
3. Amadeus shall maintain all books, records, and documents directly pertinent to performance
under this Agreement in accordance with generally accepted accounting principles consistently
applied.
4. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Customer in his or her individual capacity, and no
member,officer,agent or employee of Customer shall be liable personally on this Agreement or
be subject to any personal liability or accountability by reason of the execution of this Agreement.
5. 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
contemplated hereunder.
6. Notwithstanding anything to the contrary,the Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
4. Notwithstanding anything to the contrary,Customer may disclose this Agreement in accordance
with the Public Records Law,Chapter 119 Florida Statutes.
5. This Amendment will enter into force on the Amendment Effective Date and shall,without notice,
automatically terminate upon expiration or termination of the Agreement for any reason
whatsoever.Except as expressly modified by this Amendment,all other terms and conditions of
the Agreement shall remain in full force and effect.In the event of any conflict or inconsistencies
between the Agreement and this Amendment,the terms of this Amendment shall prevail to the
extent of such conflict or inconsistencies.
IN WITNESS WHEREOF,TravelClick and Customer have executed this Amendment as of the Amendment
Effective Date.
Amadeus Hospitality,Inc. Monroe County '-;.v`;;.A . `��.``_`r
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(f/k/a TravelClick Inc.) !�' :::. ;:.;�-s,..1 ,;:_�: �.� r
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joe.ahmed-yousseffamadeus.com ,:
By, y;
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Name: Name: Mayor Holly Merrill
03/22/2024 ''fittest:s�•,f evin Madok,Clerk
Title: Title: Monroe County Mayor � r, y
By: OdA0
Deputy Clerlirni(lir
MONROE COUNTY ATTORNEY +`'•"'t' �.+�
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4 ., APP'0,'EDASTO aRM: : ‘•o
C PRISTINE htMRERT4ARRCWS •
ASSISTANT chOU ATTORNEY ''... N .••,r
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