HomeMy WebLinkAbout03/25/2025 Agreement GVS COURTq°
o: A Kevin Madok, CPA
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�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
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DATE: April 9, 2025
TO: Ammie Machan, Administrative Assistant
Tourist Development Council
FROM: Liz Yongue, Deputy Clerk
SUBJECT: March 25, 2025 BOCC Meeting
The following item has been executed and added to the record:
D9 Agreement with Amadeus Hospitality, Inc. to provide forward looking occupancy
and average daily rate trends retroactively effective February 17, 2025 in an amount not to
exceed $21,321. Approval to waive the purchasing policy requirement to obtain two price quotes
is also requested as this is the only provider that offers this service.
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
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F)arties ServiceOrder Surniniary
Customer Legal Entity Monroe County Board of County Agreement Number 00144461.0
Commissioners *Term Start Date 17 February,202S
Customer doing business as Monroe County Tourism *Term End Date 16 February,2026
(DBA) Term Auto-renewal No
Customer Reference BP-9087347 Billing Currency USD
Street Address 1201 White St,Ste 102 Billing Method Individual to Individual
City Key West Number of Properties 1
State FL Purchase Order Number
Postal Code 33040-3596
Country US
VAT/TAX Number
Tax Exemption Number
Amadeus Legal Entity Amadeus Hospitality,Inc.
("Amadeus")
Street Address 7S New Hampshire Avenue
City Portsmouth
State New Hampshire
Postal Code 03801
Country USA
Amadeus Sales Contact Javier GOMEZ,
Sales Contact Email javier.gomez@amadeus.com
Print Date S February,202S
This service order("Service Order")is entered into by and between Customer and Amadeus(each,a "Party"and collectively,the
"Parties")and is made effective as of the date Customer signs this Service Order, as referenced below("Effective Date"). This
Service Order is governed by the terms and conditions set forth here: https://www.amadeus-hospitality.com/legal/mssa/general
(the"Master Services and Subscription Agreement'or the"MSSA"),as well as the terms referenced in Exhibits attached hereto,
which are each expressly incorporated herein by reference(collectively,the"Agreement').
*Your Services may be activated on a date different than the Term Start Date. In such case,certain charges will be prorated for
the Initial Term based upon the services activation date. If any charges are prorated,you will see the prorated charges in your
first invoice. For clarity,the renewal term(s),if any,begin on the anniversary of the Term Start Date.
Page 1 of 14
IN WITNESS WHEREOF,the parties hereto have caused this Service Order to be executed by its duly authorized employee,agent
or representative.
BOARD OF COUNTY COMMISSIONERS
Customer OF MONROE COUNT , FLO"I'4 Amadeus:
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Name:
James K. Scholl
Title: Jill Boe
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Mayor
Date:5 February 2025
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MONROE COUNTY ATTORNEY '
APPROVED AS TO FORM ,,
7)P—IL V21 17 I-42 i -'1 ** C
CHRISTINE LIMBERT-BARROWS. ,,:'''''' n_ ,--,
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SR.ASSISTANT COUNTY ATTORNEY ''.
DATE: 4/2/25
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Page 2 of 14
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Billing Frequency
Customer will be invoiced at the following frequency:
Product Property Billing Frequency
Non Hotel Demand Monroe County Tourism Annual
Product Attributes
Property Receiving Services Product Attribute Name Attribute Value
Monroe County Tourism US Data Frequency/Grain Daily/Weekly
Monroe County Tourism US Data Detail Standard
Monroe County Tourism US Report Type Both
Page 4 of 14
Exhibit B
Terms and Conditions
The following terms and conditions apply to the Agreement as defined above.
1. LICENSE
1.1 Amadeus hereby grants Customer the non-exclusive, revocable right and license to use the Data (as
defined below), during the Term, subject to Customer's compliance hereunder, solely for Customer's
internal purposes. Without limiting the generality of the foregoing, unless otherwise set for the in Section
1.4 (Static Data License), below, with respect to the sharing of Data, Customer may not (i) sell, resell,
distribute, publish,disclose, make available or otherwise transfer Data to any third party, including but not
limited to Customer's Affiliates; (ii) rearrange or reverse engineer the Data; (iii) incorporate the Data
directly into any product or service offered to third parties; or (iv) use the Data in a service bureau or
similar service. "Data" means data provided by Amadeus under this Agreement as further described in
Exhibit B as well as access to the business intelligence platform through which Amadeus provides such
data (if any). "Affiliate" means any entity that is controlled or under the common control of a Party. For
purposes of this definition, "control" means at least 51% ownership in and the direct or indirect
possession of the power to direct or cause the direction of the management and policies of an entity,
whether through the ownership of voting securities, by contract or otherwise.
1.2 Customer will notify Amadeus prior to integrating or interfacing any software or technology with any
systems in which Amadeus provides the services, or prior to performing any other operation that may
impact Data or Customer's access to Data and will obtain Amadeus' input and conse nt thereto as
necessary. Customer will promptly revoke any user credentials that have been provided by Amadeus to
access Data in a manner that contravenes this Agreement. Customer will be solely responsible for any
damages resulting from use of any user credentials.
1.3 Amadeus may suspend access to Data or take other corrective measures without liability if Customer's
access, in Amadeus'discretion, causes a degradation to any applicable system through which Amadeus
provides the services, poses security risks or interference with use of such system by other users or
customers, or if Customer uses robotic software or causes a condition which may place Amadeus or its
affiliates in potential or actual breach of its agreements with other parties, or if Customer is in breach of
this Agreement. Amadeus may modify any or all components or the format of the Data, provided that,
Amadeus will provide thirty (30) days prior written notice if the modification is materially detrimental to
Customer. Notwithstanding the foregoing, Amadeus shall be permitted to provide less, but prompt,
notice where such modifications are required as a result of changes in law, its contractual arrangements
with third-party service providers, or data security risks.
1.4 Static Data License. Amadeus grants Customer, a non-exclusive, revocable right and license to use
Static Data in Marketing Materials for its Members, subject to the following terms and conditions:
1.4.1 Customer shall not provide any third party with access to the Amadeus user interface, the
business intelligence platform or the data feed for the purpose of sharing Data or share Data
that is periodically updated over time as new information becomes available ("Dynamic Data").
1.4.2 Customer shall remain solely 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 Customer shall expressly prohibit its Members from sharing confidential or proprietary
information of Amadeus within the Static Data outside their respective organization using terms
that are no less restrictive than the terms of this Agreement.
1.4.4 Customer shall ensure the compliance of its personnel and any third parties with the Static Data
Rules and shall be liable for any acts or omissions of such persons or entities with respect to
the Static Data.
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1.4.5 Customer 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 Amadeus'
confidential or proprietary information. Furthermore, Customer will not mention Amadeus,
TravelClick, any of its affiliates, or any Amadeus business intelligence products (or any
information that could be reasonably used to identify such parties)when using Static Data.
Definitions pertaining to Section 1.4:
"Member" means an entity that is party to an active agreement with Customer constituting
such entity as an associate to or beneficiary of Customer's organization.
"Marketing Materials" mean presentations for webinars, or marketing presentations,
prepared using a presentation-software (e.g., Microsoft power point) and email newsletters.
"Static Data" means information retrieved by Customer from Data 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
Amadeus 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;
ii. no concrete numbers shall be shown in Static Data but only percentages;
iii. 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 — as applicable — for hotel Data that no lower
granularity than Region/ Country and no lower frequency than monthly shall be
applied; and air Data(a) Bookings no lower granularity than Region/Country and
no lower frequency than quarterly, and (b) for Traffic, Schedules, Search no
lower granularity than Region/Country and no lower frequency than monthly shall
be applied.
2. CUSTOMER OBLIGATIONS AND ENDORSEMENT
Page 6 of 14
2.1 Customer agrees to perform its obligations under this Agreement and use the Data (i) solely in
accordance with the terms and conditions of this Agreement and Amadeus' competitive set and other
data use policies, and (ii) in compliance with all applicable laws and regulations, including but not limited
to privacy, antitrust and competition laws and regulations, and securities laws and regulations.
2.2 Customer hereby grants Amadeus the irrevocable, non-exclusive, worldwide, sub-licensable right to:
use Customer's name, brands, logos, any provided testimonials, and any non-detrimental publicly
available information about Customer (collectively and individually "Customer Information") for the
purpose of creating endorsement and public relations materials, including but not limited to case studies
and similar materials.
2.3 Amadeus is permitted to display the Customer Information in any format or publication including, without
limitation in print advertisements, social media, websites, brochures, trade show displays, and public
relations campaigns. Amadeus may also release information publicly disclosing that the Customer is a
customer of Amadeus, including basic information about the Customer and its relationship with
Amadeus, as well as high-level details of the Services provided to the Customer, in any format and
medium.
2.4 Amadeus acknowledges and agrees that all proprietary, intellectual property and any other similar rights
in and to Customer's name, logo, service mark and/or trademark are the sole and exclusive property of
Customer.
2.5 Customer acknowledges that they will not receive any compensation for the use of its name in
advertising and promotion or for authorizing the display of Customer Information, except as may be
expressly agreed upon in a separate written agreement.
2.6 Case Studies. Subject to Customer's approval, which shall not be unreasonably withheld or delayed,
and subject to its commitments in Sections 2.2 and 2.3 above, Amadeus may develop and publish case
studies depicting the Customer's experience with the Services. Following such approval, Customer will
assist Amadeus as reasonably necessary for the creation of these case studies. Enhanced
Endorsement.The Customer agrees to cooperate with Amadeus in promoting and endorsing Amadeus'
business intelligence products. This cooperation may include but is not limited to providing quotes and
materials required to create joint press releases.
3. FEES AND TAXES
3.1 Customer agrees to pay all fees as set forth in Exhibit A by direct bank transfer to the bank account
specified by Amadeus, within thirty (30) days of receipt of each invoice from Amadeus. Customer will
pay for all wire transfer fees and bank charges in connection with this Agreement. After thirty (30)days,
outstanding invoices will bear interest at a rate of the lesser of 1.5% per month or the maximum permitted
by law and any collection fees related to late payments. Any failure to make timely payment of any sum
due under this Agreement shall constitute a material breach of the Agreement. Amadeus may increase
the fees during the Term beginning on the first anniversary of the Effective Date; provided, that, any
such increase does not occur more than once during any twelve-month period.
3.2 Taxes. Charges are exclusive of Taxes. Taxes are chargeable in the same or separate invoice issued
by Amadeus for the Services. The Parties agree to use good faith, commercially reasonable efforts to
enable or assist the other Party to claim or verify any input tax credit, set off, rebate or refund in
connection with this Agreement. Each Party is fully responsible for and shall be liable for its payment of
any Income Tax or duty as a result of this Agreement. Should the Customer be required under applicable
law to withhold or deduct any portion of the Charges due to a Witholding Tax, then the sum payable to
Amadeus will be increased by the amount necessary to yield an amount equal to the sum it would have
received had no withholdings or deductions been made. Customer is responsible for any additional costs
from a Change in Tax Law. Customer's obligation under this Section (Taxes)will survive the termination
or expiration of this Agreement.
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4. CONFIDENTIALITY
4.1 Each Party agrees that all information disclosed by either Party,whether or not disclosed orally, in writing
or electronically and whether or not marked "Confidential", will be considered and referred to collectively
in this Agreement as "Confidential Information" and subject to the protections of this Agreement.
Confidential Information includes the Data. Confidential Information does not include information that:
(a) either Party can demonstrate, through its written records, to have had rightfully in its
possession prior to disclosure to the receiving Party;
(b) is independently developed by either Party without the use of any Confidential
Information as substantiated by its written records;
(c) either Party rightfully obtains from a third party who has the right to transfer or disclose
it without violation of this Agreement or;
(d) is now or subsequently becomes generally available to the public through no wrongful
act or omission of the recipient or any party acting on its behalf.
4.2 The Parties may not disclose, publish,or otherwise disseminate Confidential Information to anyone other
than those of its employees with a need to know or to trusted subcontractors or advisors with a need to
know and who have a duty or obligation to maintain the confidentiality of Confidential Information and
may not use Confidential Information except as necessary to perform its obligations under this
Agreement. Each Party must take precautions to prevent any unauthorized use, disclosure, publication,
or dissemination of Confidential Information. The Parties accept the Confidential Information for the sole
purposes described in this Agreement. Except with respect to the Data as licensed under Section 1
above, each Party may not use Confidential Information without the prior written approval of an
authorized representative of the disclosing Party in each instance. Upon termination of this Agreement,
the receiving Party must either return the Confidential Information to the other or permanently destroy/
delete the Confidential Information and certify in writing that such Information has been destroyed/
deleted. Notwithstanding the foregoing, upon receipt of a legal demand for the production of Confidential
Information subject to this Agreement, the Party receiving that demand will give prompt notice to the
other Party and provide the other Party with an opportunity to object before producing the Confidential
Information and shall disclose only the minimum portion of Confidential Information required to ensure
compliance with such legal demand. The obligations of confidentiality under this Agreement survive
termination or expiration of this Agreement. This Agreement is Confidential Information and all
information related to this Agreement is Confidential Information, including but not limited to the provision
of Data and the business arrangement between the Parties hereunder. Notwithstanding the foregoing,
Customer hereby authorizes Amadeus to publicly disclose that Customer is a customer of Amadeus
(e.g., in customer lists, commercial proposals, sales presentations, conferences, press releases, etc.)
together with high-level details of the services provided to Customer, and to use Customer's brands and
logos in connection with such disclosures. Notwithstanding the Term of this Agreement, the Parties
agree that trade secrets, including the Data, are prohibited from being disclosed in perpetuity.
5. TERM AND TERMINATION
5.1 Subject to the termination and renewal provisions below, this Agreement begins on the Effective Date
and continues until the Term End Date, unless earlier terminated as provided in this Agreement ("Initial
Term"). After the Initial Term, this Agreement will automatically renew for successive one-year periods
(each a "Renewal Term" and, together with the Initial Term, the "Term") unless (i) one Party provides
notice of non-renewal to the other Party no later than thirty(30)days' prior to the end of the then current
Term or (ii)set forth in the Service Order above.
5.2 This Agreement may be terminated by either Party upon written notice: (i) if the other Party commits a
material breach of any term of this Agreement and, if such breach is remediable, fails to remedy that
breach within thirty (30) days of being notified in writing to do so; or (ii) upon receipt of written notice, if
either Party becomes subject to insolvency proceedings or similar proceedings, subject to applicable
insolvency laws. In addition, Amadeus may terminate this Agreement: (y)with thirty(30)days'written
Page 8 of 14
notice to Customer and, (z)or within seven (7)days written notice to Customer in the event an Amadeus
is no longer able to provide the Data hereunder, and in such cases Amadeus shall provide Customer
with a pro-rata refund as a credit to its invoice. Amadeus may modify any or all components or the format
of the Data, upon thirty (30)days prior written notice to Customer.
5.3 Termination of this Agreement will not prejudice or affect any accrued rights of action or remedy of either
Party. Any provision of this Agreement which contemplates performance or observance subsequent to
any termination or expiry of this Agreement (including Sections 2 (Customer Obligations and Fees), 3
(Confidentiality), 5 (Representations and Warranties), 6 (Indemnification), 7 (Limitation of Liability) and
8 (Intellectual Property Rights)) shall survive any termination or expiry of this Agreement. Upon
termination or expiry of this Agreement for whatever reason, each Party shall pay any amounts owed to
the other Party in accordance with the terms of this Agreement.
6. REPRESENTATIONS AND WARRANTIES
6.1 Amadeus hereby represents and warrants that, the Data does not infringe any patent, copyright,
trademark or other intellectual property or constitute the misappropriation of a trade secret of any third
party.
6.2 Each Party represents and warrants that:
(a) it has the legal power and authority to enter into this Agreement and to perform all of its
obligations hereunder, including the grant of rights set out in this Agreement; and
(b) in the performance of the Agreement, each Party and such Party's shareholders,
directors, officers, and employees, and such Party's agents and representatives, will
comply strictly with all applicable privacy, anti-bribery and anti-corruption laws.
7. INDEMNIFICATION
Subject to sovereign immunity protections as set forth in Sec. 768.28, Florida Statues,
Customer will, at its sole cost and expense, indemnify, defend and hold harmless Amadeus,
its Affiliates and their respective officers, directors, employees, agents, attorneys, and
contractors (collectively, the "Amadeus Parties") from and against any and all liabilities,
obligations, damages, penalties, claims, actions, liens, costs, charges, losses and expenses
(including, without limitation, reasonable fees and expenses of attorneys, expert witnesses
and consultants) that are payable to third parties which may be imposed upon, incurred or be
asserted against Amadeus parties or subcontractors by reason of any allegation that Customer
breaches Sections 1 (License), 2 (Customer Obligations and Fees), 3 (Confidentiality) , or 8
(Intellectual Property) (collectively, "Claims"). Amadeus will allow Customer the sole control of
the defense and settlement of any claim, provide prompt notice to Customer of the claim, and
reasonably cooperate in the defense of any Claim at Customer's expense. Notwithstanding
the foregoing, Customer shall not enter into any settlement that adversely impacts Amadeus
absent Amadeus' prior written consent.
8. LIMITATION OF LIABILITY
8.1 NEITHER PARTY IS LIABLE TO THE OTHER PARTY AND/OR ITS REPRESENTATIVES UNDER
ANY THEORY OF LIABILITY OR ANY FORM OF ACTION FOR ANY LOST DATA, INACCURATE
DATA, UNTIMELY DATA, INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS, INCIDENTAL
DAMAGES, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY
MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND, EXCEPT FOR
CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR A BREACH OF SECTION
2.1,OR, IN THE CASE OF CUSTOMER, INDEMNIFIED AGAINST PURSUANT TO SECTION 6, A
PARTY'S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED
TO THE AMOUNTS PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE DATE A PARTY
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FIRST RECEIVED NOTICE OF THE CLAIM GIVING RISE TO THAT LIABILITY.
8.2 CUSTOMER'S SOLE REMEDY FOR BREACH OF THE WARRANTY SET FORTH IN SECTION 5.1
SHALL BE, AT AMADEUS' OPTION A REPLACEMENT OF THE INFRINGING SERVICES OR A
REASONABLE PRORATED REFUND OF THE UNUSED PORTION OF THE FEES PAID TO
AMADEUS FOR SUCH INFRINGING SERVICES.
8.3 THE DATA IS PROVIDED "AS IS," AS AVAILABLE AND WITH ALL FAULTS. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, AMADEUS SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS, COVENANTS, CONDITIONS OR WARRANTIES,
INCLUDING THOSE RELATED TO THE DATA INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FORA PARTICULAR
PURPOSE, ACCURACY, AVAILABILITY, OR ERROR OR BUG-FREE OR UNINTERRUPTED
OPERATION.
8.4 NOTHING IN THIS AGREEMENT LIMITS ANY LIABILITY WHICH CANNOT LEGALLY BE LIMITED,
INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, AND
FRAUD OR FRAUDULENT MISREPRESENTATION.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Notwithstanding anything contained herein to the contrary,Customer agrees and acknowledges that any
and all materials, documentation, databases, know-how used or developed by or on behalf of Amadeus
in the provision of the Data or in fulfilment of this Agreement shall constitute Amadeus' intellectual
property. To this end, Customer will: (i) notify Amadeus of any intellectual property breach that it
discovers related to the Data; (ii)not contest Amadeus' intellectual property rights to the Data; and
(ii) execute any documentation provided by Amadeus to evidence or protect such intellectual property
rights.
9.2 Except as expressly specified in this Section, nothing in this Agreement shall be deemed to grant to one
Party, by implication, estoppel or otherwise, license rights, ownership rights or any other rights in
intellectual property or Confidential Information of the other Party or its affiliates. Each Party agrees to
reproduce any copyright or other legends (e.g., confidentiality, trademark, registered mark, etc.) that
appear on any materials provided by the other Party, irrespective of ultimate ownership of the underlying
intellectual property rights.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 Governing Law. The law governing this Agreement will be as follows: (i)the laws of the State of Florida
where Amadeus Hospitality, Inc. is the Amadeus legal entity under this MSSA without giving effect to the
conflict of law principles that would otherwise apply. The Parties agree that the United Nations
Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
10.2 Dispute Resolution. Any dispute arising out of or in connection with this Agreement ("Dispute")will be
resolved pursuant to this Section 10.2. The Parties will attempt in good faith to resolve a Dispute
informally for at least sixty (60) days. Each Party agrees that it will continue performing its obligations
under this Agreement while any Dispute is being resolved in good faith, provided that this provision will
not operate as extending the Term or prohibiting or delaying a Party's exercise of any right of termination
or other remedy permitted under this Agreement. Thereafter, either Party may refer the Dispute for
binding arbitration administered by the following arbitration entities (each, an"Arbitral Entity")as follows:
where Amadeus Hospitality, Inc. is the Amadeus legal entity under this MSSA, arbitration will be
administered the American Arbitration Association in accordance with its Commercial Arbitration Rules
and the place of arbitration will be New York, New York.
Page 10 of 14
11. MISCELLANEOUS
11.1 This Agreement does not constitute and will not be construed as constituting a partnership or joint
venture between Amadeus and Customer.
11.2 Amadeus may subcontract or outsource the provision of all or any part of the services to its affiliates
and/or third parties, provided that Amadeus shall remain responsible for the obligations, services and
functions performed by those affiliates and/or third parties to the same extent as if those obligations,
services and functions were performed by Amadeus.
11.3 Amadeus may disclose the Confidential Information of Customer and/or its affiliates to its affiliates and/or
subcontractors. Amadeus shall comply with the provisions of Section 4 (Confidentiality) in relation to
such disclosure.
11.4 Customer may not assign or delegate this Agreement without the prior written consent of Amadeus.
Amadeus may assign this Agreement to one or more of its Affiliates or upon a change of control. This
Agreement binds both Party's respective permitted successors and assigns. Any attempt to assign or
delegate this Agreement in violation of this section is null and void.
11.5 Except with respect to payment obligations, neither Party is liable for any failure to perform caused by
factors beyond its reasonable control, including acts of God, acts of war, terrorism or civil unrest, fire,
flood, earthquakes, tornados or other catastrophes or governmental orders, strikes or labour difficulties.
11.6 This Agreement is the complete and exclusive statement of the agreement between the Parties
concerning the subject matter set forth herein, including the provision of the Data, and it supersedes or
merges all prior and simultaneous proposals,term sheets, representations, understandings and all other
agreements, oral and written, between the Parties relating to its subject matter.
11.7 Any amendment to this Agreement must be in writing and executed by the Parties, except as herein
provided. No term or condition of this Agreement is waived, and no breach is excused, unless such
waiver or excuse is in writing and is executed by the Party against whom such waiver or excuse is
claimed.
11.8 A Party's failure at any time to enforce any of the provisions of this Agreement, will not be construed to
be a waiver of such provision or rights, nor to affect the validity of this Agreement. The exercise by a
Party of any rights provided by this Agreement does not preclude or prejudice the exercise thereafter of
the same or other rights under this Agreement.
11.9 If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to
that extent, deemed omitted and the remaining provisions will continue in full force and effect.
11.10 All notices and other communications hereunder shall be made in English in writing and shall be deemed
to have been duly given (i) when delivered, if hand delivered by messenger during normal business
hours of the recipient, (ii)when sent, if transmitted by facsimile transmission (receipt confirmed) during
normal business hours of the recipient, (iii) by e-mail (receipt confirmed, including automated
confirmation of receipt) or (iii) on the fifth business day of the recipient following mailing, if mailed by
certified or registered mail, postage prepaid, in each case addressed as described below or to such
address (number) as the receiving Party may from time to time designate in writing. Each Party
acknowledges that the contact person listed below is an authorized representative of such Party and
that each Party will promptly notify the other if that person no longer is authorized to take decisions about
the subject matter of this Agreement.
For Customer as indicated at the beginning of this Agreement.
For Amadeus
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Name and Title: General Counsel,Amadeus Hospitality
Address: 75 New Hampshire Ave
Portsmouth, NH 03801
Email: h's. I a,Il , l ",
.........
II
For the purposes of this Agreement: (a) "Tax" or"Taxes" refers to any and all federal, state, local and foreign
taxes, including, without limitation, gross receipts, income, profits, use, occupation, value added, sales, goods
and services (or any other equivalent tax by whatever name or acronym it is known), transfer, franchise,
withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges
and duties together with all interest, penalties and additions imposed with respect to any such amounts and any
obligations under any agreements or arrangements with any other person with respect to any such amounts and
including any liability of a predecessor entity for any such amounts.; (b) "Income Tax" refers any tax based
upon, measured by, or calculated with respect to net income or profits or net receipts (including, but not limited
to, any capital gains, minimum Tax or any Tax on items of Tax preference, but not including sales, use, real or
personal property,or transfer or similar Taxes); (c)"Withholding Tax"refers to any deduction,duty or fee levied
at source of income by the party making a payment(payer)from the income due to the recipient/service provider
(payee), being the amount withheld delivered directly to the competent payer government; (d) any words
following the terms"including", "include"or any similar expression shall be construed as illustrative and shall not
limit the sense of the words, description, definition, phrase or term preceding those terms; (e) the word "or" is
not exclusive; (f) the words "herein," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (g)
words denoting the singular have a comparable meaning when used in the plural, and vice-versa; (h) the word
"person" includes an individual, corporate or unincorporated body (whether or not having separate legal
personality) and that person's legal and personal representatives, successors or permitted assigns; and (i) the
word "company" shall include any company, corporation or other body corporate, wherever and however
incorporated or established. Unless the context otherwise requires, references in this Agreement: (i)to Sections
mean the Sections of this Agreement; (ii) to an agreement, instrument or other document means such
agreement, instrument or other document as amended, supplemented and modified from time to time to the
extent permitted by the provisions thereof; (iii) to a law or regulation is a reference to it as amended, extended
or re-enacted from time to time and includes all subordinate legislation made from time to time under that law
or regulation; and (iv)to a regulation includes any regulation, rule,official directive, request or guideline (whether
or not having the force of law) of any governmental, intergovernmental or supranational body, agency,
department or of any regulatory, self-regulatory or other authority or organization. The Parties intend this
Agreement to be construed without regard to any presumption or rule requiring construction or interpretation
against the Party drafting an instrument or causing any instrument to be drafted.
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Exhibit C
PRODUCTS AND SERVICES
For Hotel Demand data analytics
Geographical scope:
1 market— Monroe County
Delivery Format:
.xlsx or .csv file
Market Segment—Standard Report
This report contains information about total rooms booked and segment(Group vs. Transient/Other).
For Group segment it also includes sold/unsold group bookings. Data can be compared to previous
week and year as well as Average Daily Rate (ADR) percentage change vs. previous year.
• Data aggregated at a day level and reports delivered weekly.
• Data aggregated for one or more markets or sub-markets(as per geographical scope agreed
with the customer)and summarized for all sets.
• Each report shows data for 1-year back and 1-year forward.
Booking Channel Report
This report contains information about booking channel detail. It shows total rooms booked and
committed (Group blocks)split out by booking channel (breakout of bookings from hotel's website vs.
online travel agency vs. hotel's central reservation systems). It shows data compared to the previous
year as well as ADR percentage change vs. previous year.
• Data aggregated at a day level and reports are delivered weekly.
• Data aggregated for one or more markets or sub-markets(as per geographical scope agreed
with the customer) and summarized for all sets.
• Each report shows data for 1-year back and 1-year forward.
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Exhibit D
Addendum Monroe County Contract
Terms and Conditions
1. Notwithstanding anything to the contrary, the Customer is a tax-exempt entity of the State of Florida and can
only agree to pay taxes that are lawfully imposed upon it. Customer agrees to provide a valid certificate of tax
exemption to Customer, as required from time to time.
2. Amadeus shall maintain all books, records, and documents directly pertinent to performance under this
Agreement in accordance with generally accepted accounting principles consistently applied.
3. 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.
4. 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.
5. Notwithstanding anything to the contrary, the Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
6. Notwithstanding anything to the contrary, Customer may disclose this Agreement in accordance with the Public
Records Law, Chapter 119 Florida Statutes.
7. As applicable, each Party shall comply with the public records law as set forth in Chapter 119, Florida Statutes.
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