HomeMy WebLinkAbout04/25/2025 Agreement ripe
Visit Florida Keys/ Ripe Supplier Growth
Service Agreement
Parties:
This Agreement (the "Agreement") is effective as of May 1, 2025 (the "Effective Date"),
between 3406 N Roosevelt Blvd Corporation d/b/a Visit Florida Keys ("Client"),
located in the state of Florida, and Ripe, Inc. ("Ripe"), a corporation based in Utah. The
Client and Ripe are collectively referred to as the "Parties."
Purpose:
The Client manages the website fla-keys.com.com ("Client Website") and has engaged
Ripe, which specializes in lodging booking software, to provide booking services for
visitors to the Client Website.
Now, therefore, in consideration of the mutual agreements and promises contained
herein, the Parties hereto agree as follows:
Definitions:
A. Ripe ITA Platform — The Ripe In-market Travel Agency white-label reservation
platform.
B. Affiliate Booking Platform —A custom event micro-site powered by the Ripe
ITA Booking Platform.
C. Lodging Supplier—Any hotel, vacation rental, or accommodation provider listed
in the system.
D. Initial Term — The term of the contract after signatures from both parties have
been executed.
E. Delivery Date — The date on which Ripe provides the Client with the customized
ITA booking platform.
1. TERM:
a. Initial Term: This Agreement's Initial Term shall be from May 1, 2025, to
September 30, 2025. At this point, the Client may submit new lodging
supplier listings to be added to the existing ITA booking platform.
Estimated time to add new supplier listings is 20 per week.
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b. Renewal: This Agreement will renew for successive one-year terms on
October 1, 2025, unless either Party provides written notice of
non-renewal at least 30 days before the end of the current term.
c. Termination for Convenience: After the Initial Term, the Client may
terminate this Agreement for any reason by providing at least 60 days'
written notice to Ripe.
d. Termination for Breach: Either Party may terminate this Agreement if the
other Party materially breaches any provision of this Agreement and fails
to cure such breach within 30 days after receiving written notice specifying
the breach. Termination shall be effective on the date specified in the
written notice provided by the terminating Party.
2. FEES:
a. One-Time Setup Fees:
i. Ripe ITA Platform Build: Already completed. There will be no
added cost to migrate to the updated Ripe ITA platform.
ii. Lodging Supplier Listings Setup Fees: A one-time fee of$50 per
supplier will be charged for each lodging supplier listing, up to a
maximum of 200 listings. This covers the creation of the full
lodging supplier listing, connection to distribution partners, website
integration, and supplier onboarding. This fee is invoiced on the
Effective Date and due within 30 days upon receipt of a proper
invoice in accordance with the Local Government Prompt Payment
Act, F.S. 218.70.
b. Monthly Service Fee: $2000 per month for the current 74 lodging
suppliers listings, beginning May 1, 2025. The monthly service fee will
increase by $10 per property per month as new lodging suppliers are
added. This will only apply to the first 100 new lodging supplier listings
added. The increase of$10 per property per month will only apply to
properties added from 75-100. There will be no additional increase in
the monthly service fee for any new properties added, from 101 to 200
in total. Invoices are issued on the 1st day of each month and are due
within 30 days upon receipt of a proper invoice in accordance with the
Local Government Prompt Payment Act, F.S. 218.70.
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3. LODGING SUPPLIER COMMISSIONS: (Supplier Growth)
a. Client Booking Engine Commission: 0%. By default, and as a core
principle, reservations made directly through the Client's booking engine
will be processed with a 0% commission to lodging suppliers. However,
provided the Client approves, Ripe may source inventory from a
third-party commissionable channel if a lodging supplier is only available
through such a channel due to connectivity limitations or if that channel
offers a lower rate than direct supplier connections. Lodging suppliers
remain responsible for any fees imposed by their inventory and rate
distribution systems.
b. Affiliate Engines Commission: 0%: Reservations made through an
Affiliate engine—custom event micro-sites powered by the Client Booking
Engine—will be processed with a 0% commission to lodging suppliers
unless the Client opts for a commissionable structure to support the
affiliate or specific needs of the instance. With Client approval, Ripe may
source inventory from a third-party commissionable channel if a lodging
supplier is only available through such a channel due to connectivity
limitations or if that channel offers a lower rate than direct supplier
connections. Lodging suppliers remain responsible for any fees imposed
by their inventory and rate distribution systems.
4. PAYMENT& REVENUE DISBURSEMENT:
a. Payment Methods: Payments may be made via certified check, ACH, or
bank wire. Credit card payments will incur a 3% processing fee.
b. Late Payment: If the Client fails to pay any amount due by the invoice
due date, a late payment fee of 2% per month will accrue on the overdue
balance from the due date until full payment is received, or as allowed
under the Local Government Prompt Payment Act, whichever is lower.
c. Suspension Policy: If Client payment is not received within 90 days of
the due date, Ripe reserves the right to suspend the Client's access to the
services.
d. Revenue Sharing of Commissions, if applicable: (Supplier Growth)
If the Client opts for a commissionable structure to support an affiliate or
specific needs of the instance, bookings made on that Affiliate engine
will be subject to a distribution commission charged to lodging suppliers. All
revenue shares will be paid quarterly, within 45 days after the close of each
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quarter, based on commissions collected during the prior period.
Ripe will retain 50% of collected affiliate commissions to cover essential
services, including accounts receivable and payable management, guest
servicing, and operational support.
e. Reservation Fee: To support platform sustainability and cover potential
transaction costs associated with third-party connectivity and service
enhancements, Ripe reserves the right to apply a nominal reservation fee
to travelers when applicable. Any such fees will be structured to ensure a
seamless booking experience.
5. RIPE OBLIGATIONS:
a. Booking Engine: Ripe will design, code, and host a white-label booking
engine on the Client's subdomain, ensuring PCI and GDPR compliance.
b. Lodging Listings: Ripe will provide live, bookable inventory.
Non-supported channels may be represented by a referral instance,
subject to Client approval.
c. System Features: The booking engine will include a comprehensive
Central Reservation System (CRS) for accessing and managing analytics
dashboards, value-added promotions, inventory, content, and
reservations.
d. Lodging Supplier Onboarding: Ripe will handle the onboarding of all
lodging suppliers, including content creation and connectivity to their
systems.
e. Connectivity: Ripe will obtain inventory from lodging suppliers through
one of the following connectivity sources:
• Global Distribution System (GDS): Commissions, if applicable, will
be applied as outlined in Section 3. Pass-through fees may apply
between the lodging supplier and the GDS and are the
responsibility of the lodging supplier.
• Direct Connection via Property Management system (PMS) or
Channel Manager: Commissions, if applicable, will be applied as
outlined in Section 3. Transaction fees may apply between the
lodging supplier and their connectivity partner and are the
responsibility of the lodging supplier.
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• Online Travel Agency (OTA): Commission, if applicable, will be
applied as outlined in Section 3. The lodging supplier is responsible
for any margins or commissions imposed by the OTA, such as
Expedia.
• Ripe Central Reservation System Extranet: Commissions, if
applicable, will be applied as outlined in Section 3. No additional
supplier fees are required to use this service.
• Referral Listings - These listings will link to the supplier's booking
site for the completion of the transaction and will only be used if the
ability to connect through the methods mentioned above is not
possible due to limitations on Ripes' or the lodging suppliers' end.
6. ONGOING SERVICES PROVIDED BY RIPE:
a. Client Success Manager (CSM): Ripe will assign a dedicated Client
Success Manager to advise through onboarding, conduct regular success
meetings, and review performance.
b. Lodging Supplier Management: Ripe will work continuously with lodging
suppliers to ensure rate parity, update promotions, and maintain accurate
content.
c. Reporting: Ripe will provide the Client with real-time web traffic,
e-commerce, and travel analytics through the Ripe reporting dashboard.
d. Traveler Services: Ripe will respond to guest booking inquiries,
fulfillment, modifications, and cancellations during business hours ( 9.00
AM — 5.00 PM MST Daily).
e. Supplier Contracting: Ripe may enter into agreements with lodging
providers to operate and manage their listings within the Ripe Central
Reservation System (CRS). These agreements will allow lodging suppliers
direct control over their content, inventory, rates, promotions, and booking
details, including guest contact and payment information unless passed
automatically through a real-time connectivity resource.
7. OPTIONAL ADD-ON SERVICES AVAILABLE TO THE CLIENT:
Summary of add-on services:
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Service Description Pricing
Group & Event Inventory acquisition, rate $15 per
Housing management, reporting reservation
Management
Value-Add Bundled incentives, electronic or $2 per transaction
Fulfillment in-market redemption
Branded Call Center Traveler support for $250 per month
& Chat pre/post-booking
Technical Support & API support, analytics, $100—$175 per
Data Services engineering hour
Details of add-on services:
a. Group and Event Housing Management: Ripe offers a comprehensive
Group and Event Housing Management service to streamline lodging
solutions for events, conferences, and large gatherings. This service
ensures dedicated room blocks are secured, managed, and optimized to
meet the needs of attendees while simplifying the reservation process for
event organizers.
Service Overview:
• Inventory Acquisition & Contracting: Ripe works directly with
lodging suppliers to acquire and contract dedicated room blocks at
negotiated rates for specific events.
• Rate & Availability Management: Secured room blocks can be
represented directly on the Client's booking engine or a customized
Affiliate instance tailored to the event.
• Reservation Facilitation: Ripe manages all aspects of room block
reservations, inventory tracking, and fulfillment to ensure seamless
booking for attendees.
• Reporting & Analytics: Clients receive real-time reporting on
booking activity, pick up trends, and inventory utilization to
maximize event success.
• Guest & Supplier Support: Ripe provides ongoing support to both
travelers and lodging suppliers, handling reservation modifications,
cancellations, and special requests.
so
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Pricing for this service is $15 per reservation night, typically changed to
lodging suppliers, with negotiable rates based on group size and event
scope.
b. Value-Add Fulfillment:
Ripe offers the ability to bundle a value-add incentive with bookings to
drive conversion and promote specific travel dates or events. These offers
can include gift cards, promotional discounts, or exclusive in-market
experiences to enhance the traveler's booking experience.
Included Service Features:
• Electronic or Custom Redemption Options: Ripe's system supports
either automatic electronic delivery of value-add incentives or
custom instructions for travelers to redeem offers upon arrival.
• Flexible Promotion Management: Value-adds can be tailored to
specific date windows, events, or targeted booking segments.
Optional Additional Support:
• Fulfillment Support: If a value-add requires manual fulfillment and
servicing by Ripe, a $2 per reservation fee applies to cover
processing and distribution.
c. Client Branded Call Center, Chat, & Guest Customer Service:
Ripe offers a seven-day-per-week call center and guest support service,
providing destination-specific assistance to travelers before and after
booking. This service enhances the traveler experience by offering local
expertise, personalized recommendations, and direct reservation support.
Service Overview:
• Dedicated Phone Line & Chat Support: A Client-branded phone
number and chat service for handling traveler inquiries related to
accommodations, availability, and the destination.
• Pre-Booking Support: Our team answers traveler questions about
lodging options, amenities, and booking policies to drive
conversions and ensure guests find the best accommodations.
• Destination Expertise: Agents provide locally relevant travel
insights, including recommendations on nearby attractions,
transportation options, and event logistics.
• Post-Booking Assistance: Support for modifications, cancellations,
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and special requests, reducing the burden on lodging suppliers and
the Client.
• Multi-Channel Availability: Assistance is available via phone, chat,
and email to accommodate traveler preferences.
This service is available for $250 per month.
d. Technical Support, Enhanced Data Solutions, Custom Development:
Ripe provides technical support, data consultation, and engineering
services to help Clients optimize the Client booking engine performance,
integrate tracking systems, and ensure seamless connectivity. These
services extend beyond standard platform support and are available on an
as-needed basis. Prior written approval from the Client is required before
any additional services commence.
Available Services:
• Technical Support & Engineering Consultation: Assistance with
search widget implementation, Ripe API integrations, and
troubleshooting connectivity issues to ensure smooth functionality.
• Data Analytics & Tracking Consultation: Support for Google
Analytics 4 (GA4) administration, conversion tracking, event
tracking setup, and performance insights to optimize booking
engine effectiveness.
• Data System Enhancements: Custom data extraction, reporting
solutions, and integration support for Client-specific business
intelligence needs.
• Custom Development (As Needed): While Ripe continuously
enhances its platform, Clients may request feature customizations
or prioritized enhancements beyond Ripe's standard roadmap.
These requests require Ripe's approval and are quoted based on
scope.
Rates:
• Technical Support, Data Consultation & Project Management:
$100/hour
• Engineering Support, Product Enhancements & Data System
Development: $175/hour
All services require prior approval from Ripe, with cost estimates provided
by the Client Success Manager to the Client based on project scope.
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e. Emergency Response Feature and Services:
Ripe provides an Emergency Response booking solution. This feature
allows authorized users to process reservations during emergencies from
a pre-determined list of hotels and room types without requiring payment
information at the time of booking. The setup and launch of this feature
require a separate contract, including payment terms. Costs include $15
per reservation, $100 per hour for project management and service
support, and $175 per hour for any additional development costs.
8. CLIENT OBLIGATIONS:
a. Subdomain Setup: The Client will create a subdomain for their website
and establish a DNS "A" record pointing to our white-labeled URL address
to be delivered during onboarding. This step is usually managed by the
hosting provider or through the admin panel where the domain is
registered. Once completed, Ripe will manage the subdomain to host the
booking engine.
b. Marketing Responsibility: The Client is responsible for all marketing
related to their website and booking engine and must ensure that the
lodging search widget, relevant messaging, and links to the subdomain
are prominently placed throughout the website.
c. Value Adds: While optional, the Client is encouraged to consider adding
unique booking incentives not found on other lodging websites to promote
the lodging service, which can be developed and facilitated through the
Ripe CRS.
d. Additional Marketing: At the Client's discretion, additional marketing
efforts such as email campaigns, print media, social media, and
promotional lodging campaigns may be used to support and encourage
the use of the booking engine.
e. Content and Product Definition: The Client staff may contribute to
defining various elements such as lodging supplier selection, destination
filters, map pins, prioritization, sort order, brand voice, staff picks, award
categories, and content inputs.
f. Web Traffic Sharing: The Client will share web traffic statistics with Ripe
to collaborate on the success of the booking engine.
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9. RESTRICTIONS OF USE:
a. Software License: Except as explicitly permitted in this
Agreement, the Client is not granted any right or license to use the
software after the Expiration Date.
b. Authorized Use: The Client may only use the CRS with the
website specified in the Agreement.
c. Prohibitions:
• The Client is prohibited from making copies, reverse engineering,
probing, scanning, or testing the vulnerability of the CRS.
• The Client must not use the software for competitive or
benchmarking purposes.
• The Client must not use the CRS in any way that violates laws or
infringes on third-party rights.
• The Client must not allow offensive, defamatory, obscene, or
inappropriate content to be posted through the CRS.
• The Client must not sell, resell, sublicense, outsource, rent, lease,
transfer, assign, or commercially exploit the CRS.
• The Client must not make the CRS available to any third party or
process data on behalf of any third party beyond what is expressly
permitted.
• The Client is responsible for disabling access to any Client Access
Users that should not have access to the CRS.
d. Personal Data: If the Client uses the CRS to process Personal
Data, Ripe disclaims all liability associated with the submission,
use, and processing of such data.
10. INTELLECTUAL PROPERTY
a. Ripe Marks: Ripe retains ownership of its trademarks, trade names,
logos, and other intellectual property rights ("Ripe Marks"). Ripe will
protect its marks through registrations and enforcement.
b. Client Marks: The Client retains ownership of its trademarks, trade
names, logos, and other intellectual property rights ("Client Marks"). The
Client will protect its marks through registrations and enforcement.
c. Acknowledgments:
• Neither Ripe nor the Client gains a proprietary interest in the other
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party's intellectual property.
• Both parties must cease using the other's marks upon termination
or expiration of the Agreement.
• Each party acknowledges the validity, value, and exclusive rights of
the other's marks and agrees not to impair those rights.
d. Third-Party Components: If the Client uses third-party products or
services in conjunction with the CRS, those will be governed by the third
party's terms. Ripe is not responsible for any issues arising from the use of
third-party components.
11. CONFIDENTIALITY AND INDEMNITY
a. Indemnities: Subject to the sovereign immunity limitations of F.S.
728.68
• Each party ("Indemnifying Party") agrees to indemnify, defend, and
hold the other party harmless from any liabilities, damages, costs,
and expenses arising from the Indemnifying Party's breach of the
Agreement, negligence, or willful misconduct.
• The Client agrees to indemnify, defend, and hold Ripe harmless for
any losses related to the Client's use of the CRS.
b. Claims Notices: Each party must promptly inform the other of any claim
or suit that may fall within the indemnity provisions. The indemnifying party
may assume defense responsibilities, but the indemnified party can also
maintain its defense at its own expense.
c. Limitation of Liability: Ripe's liability to the Client or any third party is
limited to the fees payable under this Agreement. Ripe is not liable for any
consequential, incidental, or punitive damages, regardless of the cause.
12. GENERAL PROVISIONS
a. Power and Authorization: Each party represents that they have the
authority to enter into this Agreement and have taken all necessary
actions to authorize the execution of the Agreement.
b. Notices: All notices under this Agreement must be in writing and sent by
certified mail or email to the specified addresses.
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c. Force Majeure: Neither party will be liable for delays or failures in
performance due to circumstances beyond their control, such as natural
disasters, strikes, riots, or acts of terrorism.
d. Governing Law and Jurisdiction: This Agreement is governed by the
laws of the State of Utah Florida. Both parties submit to the jurisdiction
of Utah 16t" Judicial Circuit courts and agree that any,disputes will be
resolved there in Monroe County.
e. Binding Agreement: This Agreement is binding on the parties and their
successors and assigns.
f. Counterparts: This Agreement may be signed in multiple counterparts,
each of which is considered an original but together constitute one
agreement:
g. Attorneys' Fees: The prevailing party in any legal action regarding this
Agreement is entitled to recover reasonable attorneys' fees and court
costs.
h. Waivers: No waiver of any provision of this Agreement is valid unless in
writing and signed by the waiving party. A waiver does not imply a waiver
of other provisions.
AGREEMENT AND ACCEPTANCE
By signing below, Ripe and the Client agree to the terms and conditions outlined in
this Agreement:
Client
Signature D
.�
L 1 i'rn.n .
Name: - - - �-- - --
Title: �C- cl�d=a --J== = f P
Date: -- -
Ripe
Signature: '
Name: Eric Thompson
Title:Vice President of Sales & Marketing, Ripe
Date: 03-25-25
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Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after",VFK"or"
Customerf') and Ripe, Inc. (herein after"Ripe" or"Company") agree as set forth below.
VFK and Ripe hereby enter into this addendum to the Services Agreement with Ripe, Inc.
Agreement"). and agrees to the following:
The Agreement includes and incorporates the Service 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.
Travel, as approved by VFK, shall be reimbursed to the CONSULTANT, but only to the
extent and in the amounts authorized by Section 112.061, Florida Statutes and in accordance
with Monroe County Code Chapter 2, Art. III., Div. 3 and Monroe County Travel Policies.
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 parry to this Agreement or their authorized representatives,
shall have reasonable and timely access to such records of each other parry 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
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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 subjectto 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 parry relative to the enforcement or
interpretation of this Agreement,the prevailing parry shall be entitled to reasonable attorney's fees
and court costs, as an award against the non-pre prevailing parry, 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 parry, 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 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 II, which prohibits discrimination on the
basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or
state statutes which may apply to the parties to, or the subject matter of, this Agreement.
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
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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 Security's F-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 utilize the U.S. Department of Honicland Scctirity's
E-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
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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.
Ripe, Inc.
Signature
Vice President of Sales & Marketing, Rlpe
Title
3-25-2025
Date
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