HomeMy WebLinkAboutItem D07 BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor Michelle Lincoln,District 2
The Florida. Keys Mayor Pro Tem David Rice,District 4
p Craig Cates,District 1
James K. Scholl,District 3
Holly Merrill Raschein,District 5
Regular Meeting
April 15, 2026
Agenda Item Number: D7
26-1013
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: N/A STAFF CONTACT: Ammie Machan
AGENDA ITEM WORDING: Approval of an Agreement with Amadeus Hospitality, Inc., as a sole
source provider, for a Demand 360 subscription for forward looking booking data in an amount not to
exceed $41,321/year to be paid from fund 115.
ITEM BACKGROUND:
TDC approved at their meeting of February 12, 2026.
A second price quote was not obtained as Amadeus Hospital, Inc. is the sole provider of all aspects of
data under this subscription.
PREVIOUS RELEVANT BOCC ACTION:
INSURANCE REQUIRED: Waiver requested.
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATION
Approval
DOCUMENTATION:
FINANCIAL IMPACT:
Effective Date: February 16, 2026
Expiration Date:
Total Dollar Value of Contract: not to exceed $150,000
Total Cost to County:
Current Year Portion: $41,321
Budgeted:
Source of Funds: 115
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Service r it amaDEUS
Parties Serya Order Summary
Customer Legal Entity Monroe County Board of Agreement Number 00187848.0
County Commissioners *Term Start Date 17 February,2026
Customer doing business as Monroe County Board of *Term End Date 16 February,2027
(DBA) County Commissioners Term Auto-renewal No
Customer Reference BP-9087347 Renewal Term (months) 0
Street Address 1201 White St,Ste 102 Billing Currency USD
City Key West Billing Method Individual to Individual
State FL Number of Properties 1
Postal Code 33040-3596 Purchase Order Number
Country US
VAT/TAX Number
Tax Exemption Number
Amadeus Legal Entity Amadeus Hospitality,Inc.
("Amadeus")
Street Address 75 New Hampshire
Avenue
City Portsmouth
State New Hampshire
Postal Code 03801
Country USA
Amadeus Sales Contact Maria Sheetz, Head of
Destination Sales, US,
Canada and Mexico
Sales Contact Email maria.sheetz@amadeus.c
om
Print Date 31 March,2026
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 under Exhibit B hereto: htaus...[(ww.w.a_ma_d_eus..
ha pita.(ay..g2!n/legal/mssa./g neru(/ as well as the terms referenced in each Exhibit 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.
Amadeus:
Jill Boegel,SVP of Sales—NORAM
Date:31 March 2026
(SEAL) Board of County Commissioners
Attest:Kevin Madok,Clerk of Monroe County
As Deputy Cierk Mayor/Chairman
Date: Date:
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
i
CHRISTINE LIMBERT-BARROWS
SIR
ASSISTANT COUNTY ATTORNEY
DATE._313-1I2-6—
Page 2 of 14
\ \
za
( /
\ k
\ /
( ƒ
/\
k ) \ /
»
° � §
) / \ \
a \ }
\
) I \ \ \ \
E a
k » }
3 � ƒ Cj
z s
I � 3 \ > t \ \
E ( ® ®
% 2 &
$ \ � 9 \ \ z
� \ \ § \ \ /4z,
a ` ° `
:E m cu / \ � Q.
w % \ %\
® \ /\ /
\
[ § § \ %
/ n rE
s 9 ° e
CL { -Z
, o $ \
q \ \ \ t J
% t \ C3 &
u ,
§ /
} \ ru
\ \ /
` § e —ru
\ / \
E y± K / \ (
e 2 ± g / 2 2 ® ; ®
) 2 �
\ \\ \ ƒ\
J ] } k { � / \ 2
~ rz \ k } / / \
7 \ % a
� 70
0 0 0 \ \ 2 « @ \
- bpk `
® t 0 2 § 5
o 5 , / E § E / E o u \ ;
t u $ z z e E � a >
§ § § » § g = « m m ,
0 OJ ) > JI / > / \ / � \ / /
amaDEUS
Billing Frequency
Customer will be invoiced at the following frequency:
Product Entity Receiving Invoice Billing Frequency
Amadeus Hotel Data Analytics Monroe County Tourist Development Annual
Council under the authority of the Monroe
County
Product Attributes
Customer 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 u5 Report Type Both
Page 4 of 14
amaDEUS
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 consent
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.
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
Page 5 of 14
amaDEUS
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
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
Page 6 of 14
amaDEUS
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 asset 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.
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;
Page 7 of 14
amaDEUS
(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. Notwithstanding anything to the contrary,this
Agreement may be posted on the County's public agenda and on public website for public records
purposes, but certain information related to this Agreement is Confidential Information, including
but not limited to,the provision of Data and 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 foregoing, Amadeus will not issue a press release without the prior written
consent of Customer. 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 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
Page 8 of 14
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 PARTYAND/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 CUSTOMERS PAYMENT OBLIGATIONS UNDER THIS
AGREEMENT OR A BREACH OF SECTION 2.1,011,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 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.
Page 9 of 14
amaDEUS
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 FOR A 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.
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 American Arbitration Association
in accordance with its Commercial Arbitration Rules and the place of arbitration will be New York,
New York.
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.
Page 10 of 14
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
Name and Title: General Counsel,Amadeus Hospitality
Address: 75 New Hampshire Ave
Portsmouth, NH 03801
Email: Hospitality.legal@amadeus.com
Page 11 of 14
amaDEUS
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.
Page 12 of 14
amaDEUS
Exhibit C
PRODUCTS AND SERVICES
For Hotel Demand data analytics
Geographical scope:
5 Markets—Monroe County, Miami, Ft. Lauderdale,Sarasota, Palm Beach
4 Countries—Puerto Rico, Bahamas, US Virgin Islands, Dominican Republic
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 looking.
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 looking.
Page 13 of 14
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.
Page 14 of 14
REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS
It is requested that the insurance requirements, as specified in the County's Schedule of
Insurance Requirements,he waived or modified on the following contract or purchase.
Contractor/Vendor: Amadeus Hospitality, Inc.
Project or Service: Demand 360 Subscription
Contractor/Vendor 75 New Hampshire Ave
Address&Phone#:
Portsmouth NH
General scope of Work: Forward looking data for TDC
Reason for Waiver or TDC and County legal staff attempted to obtain updated terms and
Modification: Insurance from Vendor,who was reluctant to provide.This is a critical agreement for the TDC
Research Department.
Policies Waiver or
Modification will apply to: General L i a b l i ty
Signature ofRequestor:
Date: 4/1/26 Approved Not Approved
Risk Management Signature:_
Date:
County Administrator appeal:
Approved: Not Approved:
Date:
Board of County Commissioners appeal:
Approved: Not Approved:
Meeting Date:
The
FlorRIci Keys
&.Ke Y W, 4
DMe d
S YOU e.,,.)
----------- -----------------------
MONROL COUNUIOURIS1)WELOPIANI C(AIN(JIL
Memorandum
TO: Board of County Commissioners
FROM: Kelli Fountain, Director of Market Research
RE: Consideration: Amadeus Travelclick Demand 360
We previously maintained a subscription with Amadeus TravelClick to provide forward-
looking lodging performance data, including occupancy and ADR statistics. That subscription
expires on February 16, 2026.
In accordance with our purchasing guidelines, I explored alternative providers capable of
delivering comparable forward-looking data derived from direct integrations with property
management systems. At this time, the only provider offering this type of dataset for our
destination is Amadeus. While Smith Travel Research (STR)provides related lodging
performance data, they do not offer the same forward-looking product for the Florida Keys.
For the upcoming contract year, we have also expanded the competitive market set to include
Puerto Rico, the Bahamas, the U.S. Virgin Islands, and the Dominican Republic.
Based on this review, I recommend proceeding with a one-year agreement in the amount of
$41,3 2 1. Approval to waive the purchasing policy requirement to obtain two price quotes is
requested, as no comparable provider currently offers this specific service for our destination.
12011 Whiiie Siireet, Swfiii,v ]102, 1�,vv Wvs�,, li'llorida 33NO U.S.A. (305) 296-11552 Fax: (305) 296-0'M
s"d es(irl I'll a-ke v1s.co ub