Okaloosa County BOCC — September 20, 2016 — TripShock Agreement — reading text

CONTRACT & LEASE INTERNAL COORDINATION SHEET Document hds been reviewed and includes any attachments or exhibits. Contract/Lease Number: Tracking Number: 198414 Contractor/Lessee Name: 7/1"3;0 Shoei Grant Funded; YES___NO_& Purpose: Websde Truge| %o/z,{.?( Date/Term: drus w2 one gy vortan)s 1. [J GREATER THAN $50,000 Amount: 2. [] GREATER THAN $25,000 Department: Airpart; 3. [ $25,000 OR LESS Dept. Monitor Name: 54;7,,////«:-»';{ Purchasing Review Procurement requirements are met: M’ //W Date: M Purchasing Director or desighee ForrFectoraks Charles Powell, PeRite-Meason Risk Management Review Approved as written: s Risk Manc}‘ger ordesignee Laura Porter or Krystal King l /M::D{'(Lp %7‘-\ Date: g'&@““fi County Altorney Review St ematt My Sfifrens Approved as wiitten: County Attorney Gregory 1. Stewart, Lynn Hoshihara, KEE?S?LIME Following Okaloosa County approvat: Cenfract & Grant Document has been received: Date: Confracts & Grants Manager Dave Miner From: Parsons, Kerry <KParsons@ngn-tally.com> Sent: Monday, August 22, 2016 10:22 AM To: Dave Miner Cc: Stephanie Herrick; Charles Powell; Zan Fedorak; Lynn Hoshihara Subject: RE: TripShock Coordination This contract is approved for legal sufficiency. Kerry From: Dave Miner [mailto:dminer@co.okaloosa.fl.us] Sent: Friday, August 19, 2016 10:31 AM To: Charles Powell; Zan Fedorak Cc: Stephanie Herrick; Parsons, Kerry Subject: TripShock Coordination Charles: Attached you will find the TripShock Agreement for coordination. You will received the original in distro today. Dave David E. Miner Properties and Leases Okaloosa County Airports (850) 651-7160 Ext. 4 www.flyvps.com "Please note: Due to Florida's very broad public records laws, most written communication to or from County employees regarding County business are public records, available to the public upon request. Therefore, this written e-mail communication, including your e-mail address, may be subject to public disclosure." ONLINE BOOKING SERVICES AGREEMENT THIS ONLINE BOOKING SERVICES AGREEMENT (this “Agreement”) is entered into this day of , 2016 (the “Effective Date”), by and between Okaloosa County, Florida (the “County”), a political subdivision of the State of Florida, having a place of business at1250 N. Eglin Parkway, Shalimar, Florida, and Emerald Memories, Inc. d/b/a TripShock (“TripShock™), a Florida corporation having a place of business at 35 Red Bay Court, Santa Rosa Beach, FL. 32459. The County and TripShock shall collectively be referred to as the “Parties” or individually as a “Party.” WITNESSETH: WHEREAS, TripShock offers travel booking services for various locations along the Northern Gulf Coast, including Destin, Panama City, Gulf Shores, and New Orleans; and WHEREAS, Destin — Fort Walton Beach Airport (the “Airport™) is a regional airport facility run by the County; and WHEREAS, TripShock and the County desire to work together to integrate an online booking engine portal for lodging and activities onto the County’s Airport website (the “Project™). NOW THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: Section 1. Obligations of the County. In furtherance of the Project, the County agrees to perform the following: a. Provide TripShock the information necessary to implement and support the booking portal into the various County Airport websites. b. Market and advertise the Project, including placement of reservation buttons or other promotions the County permits on domains selected by the County; i TripShock acknowledges that, in marketing and advertising the Project, Okaloosa County Airport Administration has the sole authority to choose their preferred suppliers. Section 2. Obligations of TripShock. In furtherance of the Project, TripShock agrees to perform the following: a. Conduct day-to-day operations of the tour booking portal including without limitation updating activity listings, adding new listings, providing reservation support, managing accounts, conducting website maintenance and development (including the implementation of new functionalities as necessary and as agreed to by the Parties), and acting as agent of sale for all tour reservation transactions conducted through the domains. 1 All reservation transactions will take place within the County Airport’s domains via lightbox, popup or embed. At no time will customers exit the County Airport‘s domains. The tour booking portal as well as reservation support including phone, chat, email or any other form of communication will follow the County’s brand guidelines. i. TripShock acknowledges that the County has, in its sole discretion, the right to request the removal of any content displayed on the portal. Upon receipt of the request to remove any such content, TripShock shall have 48 hours to remove such content (unless the County withdraws its removal request). ii. TripShock acknowledges that its responsibility for day-to-day operations of tour reservations on the website does not constitute an assumption of any ownership interest in the County’s domains. b. Ensure activity suppliers (the “Project Clients™) that are listed on the portal have executed a listing agreement that includes the commission terms and insurance requirements and that such Project Clients comply with the listing agreement.; c. Take all steps necessary to add Okaloosa County Airport Administration to its errors and omission insurance policy; i. Within thirty (30) days of the Effective Date of this Agreement, TripShock shall send the County a certificate confirming that the County has been under TripShock’s errors and omission insurance policy. Section 3. Commissions. TripShock and Okaloosa County Airport Administration agree to divide all commissions earned through bookings through the Domains as follows: a. b. Sixty percent (60%) shall be paid to TripShock; Forty percent (40%) shall be paid to the County; Each party agrees to bear its own costs affiliated with complying with its obligations under the terms of this Agreement. TripShock shall deliver the commissions due to the County on or before the 15t of each month for the prior month’s sales. Unless instructed otherwise, TripShock shall deliver the payments via check made payable to Okaloosa County and delivered to the address set forth in Section 5. i TripShock shall deliver with each check a sales report that identifies the number of sales conducted through the Domain and the total value of such sales. In addition the sales report shall identify the number of sales and the total value of sales for each property listed on the Domain. i, TripShock shall keep and maintain accurate books and records related to the sales transactions associated with the Project. These books and records shall be available for reasonable inspection, auditing and copying by Okaloosa County or its representative upon fourteen (14) days’ advance notice during business hours at any reasonable time during the term of this Agreement and for three years following the termination of this Agreement. Section 4. Term and Termination. a. This Agreement shall continue in full force and effect for three (3) years from the Effective Date. This Agreement may be extended for two (2) additional one (1) year periods upon mutual, propetly executed, written consent of the parties. b. Either party may terminate the Agreement at any time with or without cause by providing the other party ninety (90) days’ prior written notice of such termination. c. If either party materially breaches any term or condition of this Agreement, the nonbreaching party may terminate this Agreement upon providing thirty (30) days’ prior written notice to the other party of such material breach; provided that the breaching party does not cure such breach within thirty (30) days of receiving such notice. d. In the event TripShock is sold (or if substantially all of the assets of TripShock are sold), the County shall have the right to terminate the Agreement within forty-five (45) days from the date on which the sale is finalized. e. TripShock may not assign its interest in this Agreement without the express written cosent of the County, which will not be unreasonably withheld. Section 5. Notice. Any notice required or permitted to be given hereunder shall be in writing and shall be effective when actually received if delivered by hand or overnight courier, or when confirmed by receipt if transmitted by telecopy or other form of electronic transmission if notices given by such means are capable of being confirmed upon delivery by electronic means, or three (3) days after being sent by certified mail, postage prepaid, the certification receipt therefor being deemed the date of such notice, and addressed to the parties as follows: To TripShock: Emerald Memories, Inc. d/b/a TripShock 35 Red Bay Court Santa Rosa Beach, FL 32459 To the County: Okaloosa County Airport Administration 1701 State Road 85 North, Suite 1 Eelin AFB, FL 32542-1498 " Section 6. Independent Contractor. The parties hereto do not intend to create a partnership or any similar association for any purpose. The parties enter into this Agreement and shall continue to be, independent of one another. Under no circumstances shall TripShock or any of TripShock’s employees look to the County as his/her employer, or as partner, agent or principal. Neither shall any be entitled to any benefits accorded the County’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. Section 7. Indemnification. To the extent provided by law, the parties agree to indemnify and hold harmless the other party, and such other party’s respective directors, officers and employees (the “Indemnified Party”), against any and all losses, claims, damages, liabilities, actions, costs or expenses, joint or several, which the Indemnified Party may suffer and which arise out of or are based upon the sole negligence, willful misconduct or fraud of the Indemnifying Party or any officer, director, employee or agent of the Indemnifying Party. The parties further agree that nothing contained herein is intended to nor shall be construed a waiver of the County’s rights and immunities under Section 768.28, Florida Statutes, as amended from time to time. Section 8. Public Records. IF TRIPSHOCK HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO TRIPSHOCK’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT OKALOOSA COUNTY RISK MANAGEMENT DEPARTMENT 5479 OLD BETHEL ROAD CRESTVIEW, FL 32536 PHONE: (850) 689-5977 riskinfo@co.okaloosa.fl.us. TripShock must comply with the public records laws, Florida Statute Chapter 119, specifically TripShock must: a. Keep and maintain public records required by the County to perform the service. b. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 Florida Statutes or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract 4 term and following completion of the contract if the contractor does not transfer the records to the County. d. Upon completion of the contract, transfer, at no cost, to the County all public records in possession of TripShock or keep and maintain public records required by the County to perform the service. If TripShock transfers all public records to the public agency upon completion of the contract, the contractor shall