01-01-2017 DestiMetrics Client AgreementHMO
Resort Intelligence.
Dest�i�Metrics — Client Agreement
This Agreement, executed onJ444• '�, zGl7�ts between DestiMetrics, LLC (DMX) and the Town of Avon
(Client), with Services (as identified below) beginning on January 1, 2017 (Service Start Date) and continuing
through December 31, 2017 (Service End Date), subject to the terms and conditions described herein. The
Client, their participating properties (Client - Properties) along with their designated and authorized staff are
collectively referred to herein as Subscribers.
The purpose of this Agreement is to plan, initiate and operate a destination - lodging research program for the
Client, (collectively, Services) in conjunction with its Client- Properties, operated by DMX, utilizing its
proprietary methods, systems, procedures and enabling technology as further described below:
I. Services:
Services Provided: Includes both one -time Startup and Ongoing Operations, along with the production and
publication of related work product which are provided by DMX under the terms of this Agreement, as further
described in "Attachment B — Products and Services, attached hereto and incorporated herein by reference.
Ongoing Operations: Begins with the completion of Startup (if applicable), continues thru the term of this
Agreement and concludes with a final report, mid -month after the Service End Date. (Note: By way of
example, using a 12 month Agreement, Ongoing Operations will begin after completion of Startup, which is
typically 60 days after the Service Start Date, and completion of Startup, then then continue for 10 monthly
reports thru Service End Date, with the final Report several weeks thereafter.)
Data Submission & Report Subscribers: This Agreement includes participation licenses for up to 9 Client -
Properties as data submitters. Additionally, access to resulting reports is granted and provided via the DMX
secure web portal for up to 21 Subscribers (which includes 2 representatives for each Client- Property, and 3
Subscriptions for Client representatives), subject to change by mutual agreement during the term of this
Agreement. (For Example, an Agreement with 10 Data - Submitting Client- Properties, would result in 20
Subscriptions for them, and up to 5 provided for Client, totaling 25.
II. Client Responsibilities: Client will:
1. Compensate DMX annual fees of $19,055, payable at Service Start Date, and then quarterly in
advance thru the Term of the Agreement, as further detailed below:
Invoice Date
Amt. Due
Description
January 1, 2017
$4,763.75
Service Start Date - First of four quarterly payments
April 1, 2017
$4,763.75
Second of four quarterly payments
July 1, 2017
$4,763.75
Third of four quarterly payments
October 1, 2017
$4,763.75
Fourth of four quarterly payments
Note: Fees are based on DMX standard policies and payment terms outlined above and will be subject to
change if altered.
2. Designate a representative in the person of Danita Dempsey (Client Representative) to serve as
primary contact for Client's performance of the responsibilities described herein.
3. Identify, recruit, and engage Client- Properties, by way of a related Client - Property Subscription
Agreement and then assist DMX with their Startup and ongoing data submission in accordance with
DMX standard procedures.
4. Acknowledge that this Agreement is part of a broader, cooperative industry destination /lodging
research program, whose value increases with broader participation, and generally endorse and
promote Program participation by any /all appropriate properties, similar comparative destinations
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Resort Intelligence.
and any others whose participation might be beneficial.
111. DMX Services and Responsibilities: DMX will:
1. Provide those products and Services further described in Attachment B, along with the use of its
proprietary systems, procedures, policies and enabling technology.
2. Assist Client in their recruitment of Client- Properties and then provide Startup training /orientation
and ongoing support of Client and Client- Subscribers.
3. Collect data provided by Client- Properties, evaluate and secure the resulting data, then produce and
distribute requisite reports to all Subscribers by way of the DMX secure web portal to which
Subscribers are provided access via individual Subscriber logons.
4. Provide Client - Properties with access to additional DMX products and services (beyond the scope of
this agreement) on an a la carte basis, at best available rates, subject only to pre - existing
commitments and in accordance with its standard Terms and Conditions.
IV. Client- Property Responsibilities: In the performance of their obligations under this Agreement, both
DMX and Client rely on participating properties the terms and responsibilities for which are defined in a
separate but related Client - Property Subscription Agreement, where:
1. Client- Properties agree to execute and abide by the Client- Property subscription agreement,
participate by submitting their reservation activity data according to DMX standard terms, conditions
and procedures in a manner that is both timely and accurate.
2. Earn Subscription rights and access to resulting reports (see Attachment B)
Receive right to purchase additional DMX products and services on an a la carte basis pursuant to
separate agreement between DMX and the Client - Properties
V. Terms and Conditions:
1. Billing Procedures:
a. Fees related to this Agreement are due and payable as described in the Client Responsibilities
section of this Agreement and are delinquent if not received within 30 days of invoice date.
Delinquent payments are subject to interest charges at 1.5% per month until received and if not
cured within 30 days of notice, are grounds for default under this Agreement and the right to
pursue applicable remedies.
b. Expenses associated with the performance of this Agreement are included, except as follows:
Travel related expenses, when at Client's request and pre- approved, will be charged at the costs
incurred, along with half the related travel time to /from DMX Office in Denver.
c. No taxes or other similar surcharges are anticipated, but if imposed or assessed by an authorized
taxing authority, will be treated as expenses and become the Client's responsibility to pay and /or
reimburse.
d. Any /all additional work requested by Client and not already included in this Agreement, will be
performed, subject to pre- existing commitments, and charged at DMX standard rates, terms and
conditions.
2. Confidentiality and Distribution: Data Provided by Client - Properties, and resulting reports are
CONFIDENTIAL INFORMATION, as subject to the following:
a. Client /Client- Property data will be treated as Confidential Information by DMX, not to be
published or distributed unless /until aggregated with other similar data and indistinguishable as
a result. DMX will retain all data in its secure web portal, produce and distribute agreed upon
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reports for Client and Client- Properties and retain exclusive rights to the data and various
reports, provided that no individual Client - Property data is disclosed, nor any aggregated data
made public. For example Client and Client- Property data might be combined with other similar
data as part of a broader regional or industry-wide report set.
b. As part of the Separate -but related Client- Property Subscription Agreement, Client Properties
and their respective Subscribers, acknowledge and agree that all information, reports and related
data posted within the DMX web portal and /or otherwise provided by DMX is CONFIDENTIAL
INFORMATION, to which access is restricted, and reproduction, distribution or sharing of this
CONFIDENTIAL INFORMATION is STRICTLY PROHIBITED and enforceable by law excepting only
when specific written agreement provides otherwise.
3. Inherent Limitations and Restrictions: Notwithstanding the reasonable and best efforts undertaken
by the parties to fully perform their respective obligations as provided for herein, the parties
acknowledge and agree that there are inherent limitations and /or restrictions which may alter,
influence and otherwise affect the results and the success of this Agreement and may thereby provide
justifiable cause and reason for inability to perform certain obligations by a given party. These
limitations and restrictions include, without limitation, the following:
a. Client- Property Subscribers submission of timely and accurate data is vital to the performance of
this Agreement, but beyond the control or direction of either DMX orthe Client, and could result
in a failure to start or maintain the minimum thresholds of sufficient quantity or quality of data
(Data Integrity) to publish viable reports in which case:
1. Parties will utilize best efforts to restore minimum Data Integrity.
2. DMX may evoke a limited report production process, where data will be collected,
aggregated, and reports produced, but distributed only to Client on a Confidential basis,
until Data Integrity is restored.
3. If Data Integrity is not achieved within 4 months of Service Start Date, or not maintained
for any consecutive 3 month period during the term of this Agreement, then this
Agreement may be cancelled by either party by providing 30 days written notice as
provided for herein.
b. The existence of minimum Data Integrity will be determined and established by DMX, in
accordance with its standard procedures and at its sole discretion.
a. Responsibility: All Program participants understand and acknowledge that DMX reports are based on
data provided by participating program Client- Properties and that DMX will use its best efforts to
assure the accuracy of the data and resulting reports, but DMX will not be responsible or liable for
accuracy of the data, resulting reports, or any decisions made as a result.
b. Cancellation: This Agreement shall terminate upon completion of all Services provided for herein, or
sooner if mutually agreed upon by the parties, or cancelled by either party with 30 days written
notice, whereupon this Agreement shall be terminated and wound down by the parties, in which
case:
a. All Startup fees will be retained by DMX.
b. DMX will be compensated for all Services performed including for any /all monthly report
production that had been performed prior to the date of Cancellation.
c. Any remaining obligations and /or fees associated with this Agreement will be terminated
and no further obligations will remain in force or effect, excepting those related to
Confidential Information asset forth above.
6. independent Contractor: DMX and the Client shall be considered independent contractors. Neither
DMX nor the Client is an employee, agent, joint venturer or partner of the other entity. Nothing shall be
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678 5 Franklin P. 303.722.7346 info @Dest!Metrics.com
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Resort Intelligence.
interpreted as creating an employment relationship between or among DMX and the Client. DMX shall
have control of the manner and means by which its services are provided to the Client subject to the
terms and provisions of this Agreement.
7. Controlling Law: This Agreement shall be construed in accordance with, and governed by, the laws of
the State of Colorado.
8. Dispute Resolution: Any disputes arising out of this Agreement shall be subject to arbitration. As a pre-
condition to the filing of any such arbitration, all claims, disputes, and other matters in question
between the parties arising out of, or relating to, this Agreement shall first be submitted to non-
binding mediation prior to initiation of any arbitration unless the parties mutually agree otherwise.
The cost of said mediation shall be split equally between the parties. This Agreement to mediate shall
be specifically enforceable under the prevailing laws of the State of Colorado.
The parties agree that any disputes or claims concerning the terms and conditions of this Agreement
that cannot be resolved after consultation and discussion between the parties or by mediation shall
be submitted to binding arbitration through eitherthe American Arbitration Association orthe Judicial
Arbiter Group in accordance with commercial arbitration rules and the Colorado Arbitration Act, with the
tribunal being selected by the party filing the demand for Arbitration. Any such arbitration shall be
conducted at Denver, Colorado. The parties shall select one mutually agreeable arbitrator from the
candidates available through the arbitration tribunal. The arbitrator shall have the power to grant
interim and injunctive relief, provided that any party may apply to any court of competent jurisdiction
to enjoin a breach of confidential information obligation(s). Judgment upon the award rendered by the
arbitrator may be entered into any court having jurisdiction. In connection with any arbitration, the
prevailing party shall be awarded and shall recoverfrom the other non - prevailing party all costs and
expenses, including reasonable attorney's fees, as may be incurred.
9. Additional Provisions (If Any):
10. General Provisions: This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective personal representatives, successors and assigns. This Agreement, and Attachments
hereto, embodies the entire understanding and agreement between the parties concerning the subject
matter hereof and supersedes any and all prior negotiations, understandings or agreements concerning
the subject matter hereof. This Agreement shall be deemed for all purposes to have been prepared
through the joint efforts of the parties hereto and shall not be construed for or against one party or
any other party as a result of the preparation, submittal, drafting, execution or other event of
negotiation hereof. This Agreement may be executed in counterparts, but such counterparts shall
constitute one and the same instrument. This Agreement may be executed by telefax signature which
shall be binding as original signatures for all purposes (evidentiary otherwise).
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Resort Intelligence.
EXECUTED as of the day of 12016
CLIENT: DMX:
By:
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Attachment A: Billing Information
Attachment B: Products and Services
DestiMetrics, LLC,
By:
Name: Ralf Garrison
Title: Director
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Resort Intelligence
ATTACHMENT B - DMX PRODUCTS AND SERVICES
This Attachment B is an integral part of the Client Agreement dated January 1, 2017 by and between DestiMetrics, LLC
(DMX) and the Town of Avon (Client) and further describes the Services that are being provided pursuant to the Client
Agreement. The prices, terms and conditions described below are based on the total number of Data Submitting
Client- Properties and Subscribers (including Client /Client- Property Subscribers) and data submitting Client - Properties
as well as the overall term of this Agreement.
1. RESERVATION ACTIVITY OUTLOOK REPORT SET: Client- Property data is collected at a monthly level of
granularity and aggregated to create a destination -wide monthly report set of paid lodging reservation
activity and related revenue,
1.1 Reservation Activity Outlook (RAO) Report. The number of available units, room nights and related
revenue are collected, from which Occupancy average daily rate (ADR), and revenue per available room night
(RevPAR) are calculated. Results are then aggregated in a report format that provides graphic summaries,
charts and supporting tables of business on the books for the forward looking 6 months and total business
for the trailing 6 months. Current year data is overlaid against previous year -to -date and previous seasons -
end data, when sufficient data exists. Three views of the resulting data are provided in chart form with
supporting tables, including 6 month forward- looking view, fixed winter view (Nov. — Apr.), and fixed summer
view (May — Oct.). Additionally, pacing of current year vs. previous year reservation activity is provided in
chart and detailed table view. From this information, destinations can track their performance against their
previous history and properties can see how the aggregate of other properties in their destination are
performing. Distribution rights include all Subscribers. Annual Price: $7,725 per year.
Note: Additional Client- Property data submission licensing is available in increments for an additional fee.
Publication: This report will be posted on DestiMetrics web portal and will be accessible by all Subscribers.
1.2 Multi- Destination Comparative Report (MDC): A destination -wide view of paid occupancies is created
from data provided as part of the RAO (2.1) report, the result of which is displayed against all other individual
participating DMX destinations (which are kept anonymous) in bar chart format, in both current year
occupancy and year- over -year comparative change. A third report shows Average Daily Rate in similar
format and also includes the trailing months and forward — looking 6 months. Distribution rights include all
Subscribers. This report will be posted on DestiMetrics web portal and will be accessible by all Subscribers.
Annual Price: 2 575 subject to participation in the RAO (2.1) above, and under the same terms and
conditions.
3. DAILY OCCUPANCY REPORT SET: This report set is best suited to monitor overall resort occupancy of all guests
(paid and unpaid), based on an aggregation of the advanced reservation data (at a daily level of granularity),
from all reporting Client- Properties on (at least) a monthly basis, and more frequently upon agreement. Reports
are available through the DMX secure web portal and include several configuration options described below.
• 3.1 Daily Occupancy Report (DOR): The standard DOR report shows the results at a daily level of granularity,
in line chart format and includes previous year -to -date and previous year actual data when sufficient data
exists. It then depicts percentage change of current year to previous year occupancy, and net pacing change
since the previous report. Data is presented in line chart format and includes 4 views of the resulting data,
including i) a 12 month view including 6 months forward looking and trailing 6 months. ii) fixed winter
season: November — April, iii) fixed summer season: May — October. iv) a short-view of the upcoming 45 days
of occupancy in bar chart format. Annual Price: $8,755 per year.
Distribution Rights: The Daily Occupancy Report, in its entirety, is only available to Subscribers.
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678 5 Franklin P. 303.722.7346 info@DestiMetrics.com
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Publication: This report will be posted on DestiMetrics web portal and will be accessible by all Subscribers.
3.2 Report for Retailers (60 day short-view) Distribution: This report depicts occupancy for the forward
looking 60 days in bar chart format and displays occupancy for the current year and the previous year. While
access to this report is included in the DOR (page 5) this option allows for further distribution than the DOR
allows. The Report for Retailers will be provided in a separate PDF and allows for unlimited distribution to
retail community and /or Client constituents. Annual Price: Included.
Publication: This report will be emailed each month to the designated Client(s) listed here:
4. Other - DestiMetrics will provide the following at no additional charge to the client:
• Property orientation for Town of Avon data submitting properties to be conducted by not later than
June 1, 2017.
• Town of Avon will facilitate and schedule a in- person market update presentation to the Avon Town
Council in 2017. Exact date is to be determined. Value: $1,250
TOTAL PACKAGE PRICE: 1 Year Agreement
Total - Ongoing Annual Fees:
$19,055
Note: The below product(s) are not included but may be added by January 15, 2017 and this agreement may
be amended to accommodate this change. These services will continue to be provided to Avon Subscribers
until January 15, 2017. If it is determined that the Market Intelligence Pack will not be added to this
agreement, it will be deactivated from all Subscriber user credentials at that point. DMX also requests that
they assist in crafting email to property users to solicit their feedback on the Market Intelligence Pack.
1. MARKET INTELLIGENCE PACK: Designed to provide a broad, contextual overview of the destination leisure
travel ecosystem, and destination travel marketplace, the "Intel -Pak" includes a family of information related
services, bundled into a comprehensive package that provides "what you ought to know..." to do business better.
All Intel -Pak products are available through the DestiMetrics Secure Web Portal, and the Mountain Travel News
and Monthly Briefing are delivered by email for added convenience. Quarterly webinars and the annual
ASSEMBLY complete the elements of the Intel Pak.
• 1.1 The Economy: A collection of national and local economic and travel indicators as well as comparative
sales /lodging tax and airport enplanement data, collected and updated monthly from publicly available
sources and presented on DMX's secure web portal.
• 1.2 Monthly Briefing (Mountain Destinations Only) A monthly narrative summary of DMX Travel News
Talker, The Economy and DMX "industry- wide" econometric data, with expert interpretation and supporting
economic indicator dashboard graphics.
• 1.3 Travel News Talker: A synopsis of current economic and destination travel news, aggregated from
various 3`d party sources and selected for the destination travel industry marketing and management
professionals, and updated regularly and posted on DMX's secure web portal.
• 1.4 Mountain /Vacation Travel News: A monthly newsletter, featuring the top stories from the daily News
Talker, and distributed to all Subscribers.
• 1.5 Quarterly Market Update Webinars: A 60 minute web /phone based presentation by DestiMetrics
analysts, provided several times per year, and including strategic assessment and interpretation of market
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678 5 Franklin P. 303.722.7346 info @DestiMetrics.com
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Resort Intelligence.
conditions and trends as well as industry lodging metrics for the past season and upcoming season. Webinars
are exclusively for Subscribers only.
• 1.7 Library: A collection of articles, reports and other market intelligence along with copies of various DMX
presentations are found in the DMX Subscriber Library.
Annual Price: 2 009
Distribution Rights: The Market Intelligence Pak is only available to individual Subscribers up to the number
of subscribers listed in the Agreement.
Publication: Theses reports /products will be posted on DestiMetrics web portal and will be accessible by all
Subscribers.
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