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Home My WebLink About12/12/2024 Agreement if Organization Legal Name: 3406 North Roosevelt Boulevard Corporation d/ b/ a Visit Florida Keys Effective Date: September 30, 2024-September 29,2025 Pricing Annual Experience Builder SUBTOTAL Pro License $10 788.00 Descirliption 11-tern Quantity lPirlice Access to All Standard Experfience IBuiilldeir $10,788,00 1 Unit $10,788.00 Featuires Including: - Unlimited 11:'ree IPassport Creation (You create) - Unlirnited I[:-ree IPassport Creation (We create) •GPS Check In&Challenges •GamiNcation with Rewards(With Prize Fulfillment) 2 Descirlip-don Iftem Quainfirty lPirlice -Offers, Discounts,arid Coupons Access-to Advanced IExpeirlience lBuillideir Features Including: •Quizzes •OR Code Check IIns •Social) Sharing • Unregistered Mobile Pass I inks Included Managed Services: -Offers, Discounts,and Coupons- Dedicated Account Support -Client Support via Phone, 'next, Emaiill,and Chat. - Merchant Support via 11"hone, Fext, Emaiill,and Chat. •I Paid Passport Creation (Mainaged Service) • IManaged Accounting& Merchant Services • Banner Ads Ilinclluude Il airlIketling Services - E.'rnaH and 'text Messaging Services Optionall Offeirlings and IRates - IPaid Passport Commissions: U0%on aIll transactions,inclludes credit card processing fees(Salles through c1lients Website). AppIlicable for paid passports only. -IPaid Passport Distribution(Optiionall): 25%on allll transactions,includes credit card processing and distribution fees(e.g,, Groupon,Viiator).Applicable for paid passports orilly. E.:maill and 'next Messaging Services: Includes Dashboard UIRI and opt out text. $10 set up per campaign, pllus $.02 per message sent. -Garniffication wiith Prize Fullfillment: Design, order and shipping Pass holder reWards.10% on allll transactions, inclludes shipping, New Company Set-Up Fee(One- $1,000.00 1 Unit $1'000.00 Time) 3 Special Notes: Payment Terms: An invoice for 5 months (September 2024-January 2025)will be sent to Newman PR to the attention of Ashley Serrate at ashley@newmanpr.com. An invoice for 7 months(February 2025- August 2025)will be sent to Florida Keys& Key West to the attention of Kara Franker at kara@fla- keys.com and Heidi Barfels at heidi@fla-keys.com. This Order Form, including the Standard Terms &Conditions set forth at the provided hyperlink https://www.bandwango.com/legal/terms-and-conditions or attached hereto,which are expressly incorporated herein by reference (the "Terms"and collectively with the Order Form,this "Agreement") is made and entered into as of the Effective Date (as defined below) by and between Bandwango, Inc.,a Delaware Corporation ("Bandwango") and ("Partner"and together with Bandwango,the"Parties"or "parties"and each a "Party"or"party"). By signing this Order Form,each Party is expressly indicating acceptance of this Order Form and the Terms. Addendum VFK Contract Terms and Conditions 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after VFK or Customer) and Bandwango, Inc. (herein after"Bandwango"or Company) agree as set forth below. VFK and Bandwango hereby enter into this addendum to the Partnership Agreement with Bandwango, Inc. (Agreement). and agrees to the following: 4 The Agreement includes and incorporates the Partnership Agreement and this Addendum. VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is funded in part by the Monroe County Board of County Commissioners(County). The following provisions are required by law and policy. The Agreement is a Public Record under Chapter 119,Florida Statutes.The parties agree to comply with Chapter 119,Florida Statutes. Payment will be made in accordance with the Local Government Prompt Payment Act,218.70, Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act.Company shall submit to VFK invoices with Supporting documentation that are acceptable to the Monroe County Clerk of Court and Comptroller(Clerk).Acceptability to the Clerk is based on generally accepted accounting principles and such laws,rules,and regulations as may govern the Clerk's disbursal of funds. The County s indemnification is limited and subject to the sovereign immunity provisions of Sec.768.28, Florida Statutes. Maintenance of Records:Company shall maintain all books,records,and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives,shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by VFK,the County or the Clerk determines that monies paid to Company pursuant to this Agreement were spent for purposes not authorized by this Agreement,Company shall repay the monies together with interest calculated pursuant to Sec.55.03; FS,running from the date the monies were paid to Company. Governing Law,Venue,Interpretation,Costs,and Fees:This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement,the Customer and Company agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County,Florida.This Agreement shall not be subject to arbitration. Attorney's Fees and Costs:The Parties agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees and court costs,as an award against the non-pre prevailing party,and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Nondiscrimination:The Parties agree that there will be no discrimination against any person,and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party,effective the date of the court order.The Parties agree to comply with all Federal and Florida statutes,and all local ordinances,as applicable,relating to nondiscrimination.These include but are not limited to:1)Title VII of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination on the basis of race,color or national origin;2)Title IX of the Education Amendment of 1972,as amended (20 USC 5 ss.1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex; 3)Section 504 of the Rehabilitation Act of 1973,as amended(20 USC s.794),which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975,as amended (42 USC ss.6101-6107)which prohibits discrimination on the basis of age;5)The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism;7)The Public Health Service Act of 1912,ss. 523 and 527(42 USC ss.690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records;8)Title VIII of the Civil Rights Act of 1968(42 USC s.3601 et seq.),as amended,relating to nondiscrimination in the sale,rental or financing of housing; 9)The Americans with Disabilities Act of 1990(42 USC s.12101 Note),as maybe amended from time to time,relating to nondiscrimination on the basis of disability;10) Monroe County Code Chapter 14,Article 11,which prohibits discrimination on the basis of race,color,sex,religion,national origin,ancestry,sexual orientation,gender identity or expression,familial status or age;11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. Public Records Compliance.Company must comply with Florida public records laws,including but not limited to Chapter 119,Florida Statutes and Section 24 of article I of the Constitution of Florida.VFK and Company shall allow and permit reasonable access to,and inspection of,all documents,records,papers, letters or other"public record"materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes,and made or received by the Customer and Company in conjunction with this contract and related to contract performance.The Customer shall have the right to unilaterally cancel this contract upon violation of this provision by Company. Failure of Company to abide by the terms of this provision shall be deemed a material breach of this contract and the Customer may enforce the terms of this provision in the form of a court proceeding and shall,as a prevailing party,be entitled to reimbursement of all attorney's fees and costs associated with that proceeding.This provision shall survive any termination or expiration of the contract.Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Non-Waiver of Immunity:Notwithstanding the provisions of Sec.768.28,Florida Statutes,the participation of the Customer and Company in this Agreement and the acquisition of any commercial liability insurance coverage,self-insurance coverage,or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage. Non-Reliance by Non-Parties:No person or entity shall be entitled to rely upon the terms,or any of them,of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder,and VFK and the Company agree that neither the Customer nor the Company or any agent,officer,or employee of either shall have the authority to inform,counsel,or otherwise indicate that any particular individual or group of individuals,entity or entities,have entitlements or benefits under this Agreement separate and apart,inferior to,or superior to the community in general or for the purposes contemplated in this Agreement. No Personal Liability:No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member,officer,agent or employee of VFK in his or her individual capacity,and no member,officer,agent or employee of VFK shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. E-Verify System- In accordance with F.S.448.095,Any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland S-Verify system to verify the work authorization status of all new employees hired by the Company during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise 6 utilize the U.S. Department of Ho -Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ,contract with,or subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of F.S.448.095 Non-Collusion Affidavit-Company by signing this Agreement,according to law on my oath, and under penalty of perjury,depose and say that the person signing on behalf of the firm of Company,the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so;the prices in this bid have been arrived at independently without collusion, consultation,communication or agreement for the purpose of restricting competition,as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law,the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly,to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit,or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. Agreed by Client Success Manager,Bandwango,Inc. V=.,u4 Aaz&i- s ® r Board Chair IDiaine Schimidt1 /1 ; , ndf 1131raindy Hastings 12/12/2024 Client Success Manager Contact Us j,"I,I,I,' 0,11,1,1,I. ' i r►►��' ��TI�II� I�,°I,°It,°I�,°I�,°I�,°�lP f f r�'r II, ,,,,, ; 000�0000lol000llol�lllllllllllllllllllllloololoolllolo.�.�� IIII,IIII„i'"'1' i ii ii!Illlill �illillllll��iii 11 I 8