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Item M2 M.2 G BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Heather Carruthers,District 3 IleOI1da Keys Mayor Pro Tern Michelle Coldiron,District 2 �p.° Craig Cates,District I David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting January 22, 2020 Agenda Item Number: M2 Agenda Item Summary #6250 BULK ITEM: Yes DEPARTMENT: Sustainability TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305) 453-8774 N/A AGENDA ITEM WORDING: Approval to enter into Amendment No. 2 to a contract with Casa Marina Owner, LLC d/b/a Casa Marina, A Waldorf Astoria Resort, for conference hosting and implementation services for the llth Annual Southeast Florida Regional Climate Leadership Summit held in Key West on December 3-5, 2019 for an additional amount of $34,402.00. The Summit was hosted by Monroe County on behalf of the Southeast Florida Regional Climate Change Compact, a four-county partnership created for the purpose of collaborative planning and implementation of adaptation and mitigation strategies related to climate change. ITEM BACKGROUND: This item modifies the revenue Casa Marina Owner, LLC d/b/a Casa Marina receives under the contract to account for additional food and beverage costs, audio-visual services support, internet support for attendees and speakers, entertainment, and miscellaneous services in support of the event. A significant source of funds was raised through event sponsorships and summit registrations to help defray the costs of the event. Background: The Summit is hosted by Monroe County every four years on behalf of the Southeast Florida Regional Climate Change Compact, a four-county partnership created for the purpose of collaborative planning and implementation of adaptation and mitigation strategies related to climate change. Monroe County has hosted the Summit in 2011, 2015 and 2019. Originally it was expected that around 400 persons would attend the Summit, however the final list of attendees was 532. By hosting this Summit, Monroe County hopes to continue to educate various agency staff, stakeholders, elected officials, and media representatives from the surrounding area about the potential effects of climate change, and also to continue to move the goals and projects of the SE FL Climate Compact forward. The Casa Marina was used as the venue hotel by the County. They provided the guest rooms at discounted rates for the summit attendees (paid for by the guests), food and beverage (paid for by the County through registration fees and sponsorships) and other services such as audio visual (that may be paid for with budgeted County funds). The Casa waived or reduced many normal fees and revenue guarantees in an effort to cooperate with the County for this event. Packet Pg. 1779 M.2 PREVIOUS RELEVANT BOCC ACTION: 11/20/18: Approval to enter into a contract with Casa Marina Owner, LLC d/b/a Casa Marina, A Waldorf Astoria Resort, for conference hosting and implementation services for the 1 Ith Annual Southeast Florida Regional Climate Change Summit to be held in Key West on December 3-5, 2019 in the amount of$175,500. The Summit is being hosted by Monroe County on behalf of the Southeast Florida Regional Climate Change Compact, a four-county partnership created for the purpose of collaborative planning and implementation of adaptation and mitigation strategies related to climate change. 12/19/18: Approval to enter into a no cost amendment to the contract with Casa Marina Owner, LLC d/b/a Casa Marina, a Waldorf Astoria Resort, for conference hosting and implementation services for the 111'Annual Southeast Florida Regional Climate Change Summit to be held in Key West on December 3-5, 2019 to slightly modify the availability of the guest rooms block. CONTRACT/AGREEMENT CHANGES: Casa Marina's Amended Revenue from Climate Summit STAFF RECOMMENDATION: Approval DOCUMENTATION: Revenue - amendment- signed Contract_Monroe County - Climate Change Summit—Dec 2019 (5) 11/20/2018 Agreement FINANCIAL IMPACT: Effective Date: January 22, 2020 Expiration Date: N/A Total Dollar Value of Contract: $209,902.00 Total Cost to County for Amendment 2: $34,402.00 Current Year Portion for A2: $34,402.00 Budgeted: Yes for Audio Visual services, remainder of funds coming from Sponsor Funds and Registration Fees Source of Funds: Collected Sponsorship Funds and Registration Fees and budgeted funds CPI: No Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: Grant: No County Match: N/A Insurance Required: No Additional Details: $ County Funds are not anticipated to be used for this contract. 01/22/20 158-06047 - CLIMATE LEADERSHIP SUMMI $22,248.70 Food & Beverage and Misc 01/22/20 001-05008 - SUSTAINABILITY $12,153.30 AN Packet Pg. 1780 M.2 Total: $34,402.00 REVIEWED BY: Rhonda Haag Completed 01/07/2020 12:26 PM Pedro Mercado Completed 01/08/2020 10:52 AM Budget and Finance Completed 01/08/2020 11:27 AM Maria Slavik Completed 01/08/2020 11:52 AM Kathy Peters Completed 01/08/2020 12:16 PM Board of County Commissioners Pending 01/22/2020 9:00 AM Packet Pg. 1781 AV,IALDOIR11:ASTC)RIA RE'1:01,11 H1LT0N NmOAN,Dwill 10111::: GROUP SALES ADDENDUM Casa Marina, A Waldorf Astoria Resort 1500 Reynolds Street I Key West, FL 33040 This Quick Confirmation Agreement("Agreement")is by and between Monroe County Florida or 11th Annual Regional Climate Change Summit("Group"or"you"or"youqs)")and Casa Operating Lessee Inc.("Owner"), d/b/a Casa Marina, A Waldorf Astoria Resort(the"Hotel"or"we"or'us"or"our"). Especially Pre par for: Event&Hotel Information: Group Contact: Ms. Rhonda Haag Name of"Event' 11 th Annual Regional Climate Change Summit Title: Sustainability Program Manager Date(s)of Event: 1213/2019—12/512019 E Company Name: Monroe County Florida Post to Reader Board 1 1th Annual Southeast Florida Regional E As: Climate Leadership Summit 102050 Overseas Highway-Ste Address: 246 Hotel Contact: Evelyn Judge , City,State,Zip: Key Largo, FL 33037 Title: Complex Events Manager E Phone: 305-453-8774 Phone: 305-293-6253 Email: Haag-Rhonda@ Mon roeCou nty- Email: evelyn.iudge@waldorfastoria.com FL.gov The following represents a change in the original agreement executed on November 26,2018 and amended on January 6, 2020. U) ORIGINAL ANTICIPATED REVENUE N Summary of Revenue Anticipated by Hotel from this Agreement Total Anticipated Food and Beverage Revenue: inclusive of gratuities,service charges,supplemental surcharges $155,000.00 and an' other fees outside of food and boverageprOduCt Sales.Does not include tax. P U) Total Anticipated Audio Visual Charge: Does not Include lax. $20,000.00 Total Anticipated Meeting Room Rental Fees: Any discounts on Meeting Room Rental Fees are based an Group's $500.00 achievement of performance requirements 1 E "Total Anticipated Revenue": $175,500.00 sm AMMENDED REVENUE E Summary of Revenue Anticipated by Hotel from this Agreement im Total Food and Beverage Revenue: Inclusive of gratuities,service charges,supplemental surcharges and applicable $189,101.65 taxes and any other fees outside of food and beverage product sales. Gs Total Audio Visual Charge:Does not include tax. $32,153.30 E Total Meeting Room Rental Fees: Any discounts on Meeting Room Rental Fees are based on Group's achievement of $500.00 0 performance requirements. Total Guest Room Charges $2,070.10 Less Taxes -$12,923.05 Less Deposits Received(check#10047450) -$1,000.00 Less Partial Payment(check#10064134) 4175,500.00 BALANCE EY11YE $34,402,0 1 Packet Pg. 1782 M.2.a The undersigned expressly agree and warrant that they are authorized to sign and enter into this Agreement on behalf of the party for which they sign. ACCEPTED AND AGREED TO: GROUP:Monroe County, FL HOTEL: C Operating Lessee Inc. dlbla Cas rin Waldorf As oria Resort By: By: Name: Name: Dated: Dated: cas a cv U) Packet Pg. 1783 il II>, KEY WEST CA SA • M.2.b uvau�u . ��it � ........................... i��w�l�')�i�yi��r�r�i�I�i�r��T QUICK CONFIRMATION AGREEMENT Casa Marina, A Waldorf Astoria Resort 1500 Reynolds Street I Key West, FL 33040 This Quick Confirmation Agreement("Agreement') is by and between Monroe County Florida or 11th Annual Regional Climate Change Summit("Group")and Casa Marina Owner, LLC("Owner")d/b/a Casa Marina,A Waldorf Astoria Resort(the"Hotel'). E Especially Prepared for: Event&Hotel Information: as Group Contact: Ms. Rhonda Haag Name of"Event': 11th Annual Regional Climate Change Summit Title: Director Sustainability&Projects Date(s)of Event: December 3-6,2019 Company Name: Monroe County Florida Post to Reader Board 11th Annual Regional Climate Change ° As: Summit Address: 102050 Overseas Highway Suite 246 Hotel Contact: Tracy Blough City,State,Zip: KeyLargo, FL 33037 Title: Senior Sales Manager Phone: 305-453-8774 Phone: (954)626-0422 Email: Haa -Rhonda MonroeCount -FL. ov Email: trac .blou h waldorfastoria.com Room Block and Rates: Hotel is pleased to confirm the following negotiated group room rates: ° 04 Room Type Sun, Mon, Tue, Wed, Thu, Fri, TOTAL 12/01/19 12/02/19 12/03/19 12/04/19 12/05/19 12/06/19 Staff Room 0 0 10 10 0 0 20 Standard Room 3 40 116 116 2 2 279 Historic Flagler Ocean 1 0 24 24 2 2 53 04 View-no Balcony t) Ocean View w/Balcony 1 0 1 0 1 50 1 50 1 10 1 10 1 120 TOTAL 1 4 1 40 1 200 1 200 1 14 1 14 1472 ° E Room Type Single Rate Double Rate Staff Room $169.00 $169.00 Standard Room $249.00 $249.00 Historic Flagler Ocean View-no Balcony $289.00 $289.00 Ocean View w/Balcon Kin $319.00 $319.00 Ocean View w/Balcony Double 1 $299.00 1 $299.00 Ocean View w/Lanai Kin $299.00 1 $299.00 Ocean View w/Lanai Double $299.00 $299.00 TOTAL SLEEPING ROOM NIGHTS RESERVED:472 TOTAL ANTICIPATED SLEEPING ROOM REVENUE: $126,448.00 ° Group room rates as noted in the "Room Block" above are net, non-com missionableand are quoted exclusive of applicable state and local taxes,fees and assessments. O Resort Charge:Sleeping room rates are quoted exclusive of applicable resort charge.Therefore,in addition to the sleeping room rates set forth in this (D Agreement,there will be a daily resort charge,currently$40.00;REDUCED to$15.00 for Group per room,per night,plus applicable state and local tax,which will be posted to all guest rooms to cover the following: O • Resort access&transportation between The Reach and Casa Marina,Waldorf Astoria resorts(based upon availability) I • Casa Marina recreation activities:Volleyball,Table tennis,corn hole, hammocks and featuring the largest beach resort in Key West �y • The Reach Recreation Activities: Life size chess, bocce ball, hammocks and featuring the largest natural sand beach with direct ocean entry in Key West • Beach and pool lounge chairs with umbrellas O • Poolside delighters including cold eucalyptus towel and popsicles • Hydration stations • Wireless internet access (D • Business center access • Fitness center access Local&domestic long distance phone calls (2)In room bottles of water daily In-room espresso Amenities and Services included in the Resort Charge are subject to change. 1 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1784 il II>, KEY WEST CA SA • M.2.b uvau�u . ........................... lHi iton Schedule of Events and Function Space Charges: Date Start Time End Time Function Room Setup Agr Room Rental Mon, 12/2/19 9:00 AM 5:00 PM Office Marlin 345 Office 10 Tue, 12/3/19 8:00 AM 5:45 PM Setup Flaglers Ballroom Exhibition-Table Top 25 Tue, 12/3/19 9:00 AM 5:00 PM Office Marlin 345 Office 10 E Tue, 12/3/19 12:00 PM 7:30 PM Registration Lobby Veranda Registration 4 Tue, 12/3/19 1:00 PM 5:45 PM Meeting Keys Ballroom Theater 300 Tue, 12/3/19 2:30 PM 2:45 PM Break Flaglers Patio 300 Tue, 12/3/19 5:45 PM 7:30 PM Reception Stations Flaglers Ballroom&Patio Exhibition-Table Top 300 Wed, 12/4/19 7:30 AM 8:15 AM Continental Breakfast Flaglers Patio Round Tables of 12 300 Wed, 12/4/19 7:30 AM 8:15 AM Continental Breakfast Flaglers Patio Round Tables of 12 150 ° Wed, 12/4/19 7:30 AM 5:30 PM Exhibition/Trade Show Flaglers Ballroom Exhibition-Table Top 20 _ Wed, 12/4/19 8:15 AM 5:30 PM Meeting Keys Ballroom Theater 450 Wed, 12/4/19 9:00 AM 5:00 PM Registration Lobby Veranda Registration 4 Wed, 12/4/19 9:00 AM 5:00 PM Office Tarpon 245 Office 10 Wed, 12/4/19 9:00 AM 5:00 PM Office Marlin 345 Office 10 Wed, 12/4/19 9:30 AM 9:45 AM Break Flaglers Patio 150 ° Wed, 12/4/19 9:30 AM 9:45 AM Break Flaglers Br/Patio/Bar 300 04 Wed, 12/4/19 12:00 PM 1:15 PM Lunch Buffet Flaglers Patio Round Tables of 10 150 Wed, 12/4/19 12:00 PM 1:15 PM Lunch Buffet Flaglers Patio Round Tables of 10 300 Wed, 12/4/19 3:15 PM 3:30 PM Break Flaglers Patio 300 Wed, 12/4/19 3:15 PM 3:30 PM Break Flaglers Patio 150 Wed, 12/4/19 5:30 PM 10:30 PM Reception Drinks Flaglers Ballroom&Patio Exhibition-Table Top 400 04 Wed, 12/4/19 6:30 PM 10:30 PM Dinner Buffet Flaglers Ballroom Round Tables of 10 400 $500.00 Ls (D Thu, 12/5/19 7:30 AM 8:00 AM Continental Breakfast Flaglers Ballroom 300 I Thu, 12/5/19 7:30 AM 8:00 AM Continental Breakfast Flaglers Patio 150 Thu, 12/5/19 7:30 AM 9:00 AM Registration Lobby Veranda Registration 4 E Thu, 12/5/19 8:00 AM 12:00 PM Exhibition/Trade Show Flaglers Ballroom Exhibition-Table Top 20 Thu, 12/5/19 8:00 AM 1:00 PM Meeting Keys Ballroom Theater 450 Thu, 12/5/19 9:00 AM 10:15 AM Exhibition/Trade Show Flaglers Ballroom Exhibition-Table Top 20 (D Thu, 12/5/19 9:00 AM 1:00 PM Office Tarpon 245 Office 10 Thu, 12/5/19 9:00 AM 1:00 PM Office Marlin 345 Office 10 Thu, 12/5/19 9:55 AM 10:15 AM Break Keys Ballroom Patio 300 Thu, 12/5/19 9:55 AM 10:15 AM Break Flaglers Patio 150 Thu, 12/5/19 10:15 AM 12:15 PM Teardown Flaglers Ballroom • Subject to change without notice. • Group agrees to confirm with Hotel the assigned function space before printing any materials listing specific meeting or function locations. ° Outdoor Functions:All outdoor functions scheduled at the Casa Marina and/or The Reach Resorts with a backup location are subject to final weather decision by 12:00 noon on the day of the function. A$600.00 setup fee will apply for all group's beach functions. The Hotel O Management will make this decision in the best interest of a successful event for the convention group. Music / Entertainment for outdoor qs functions must conclude by 11:00 PM per the City of Key West Noise Ordinance. All beverages consumed at outside locations, including wine, O will be served in non-breakable plastic ware. No glassware of any kind is permitted at outside locations. O Depending on the time of year and scheduled time of the event,there could be costs incurred for lighting. Please check with your Event Manager for details and requirements. �s Expositions/Exhibits: Arrangements must be coordinated in advance with your CSM. Gratuity &Service Charge: The combined gratuity and service charge that is in effect on the day of Group's Event will be added to Group's O Master Account. Currently,the combined charge is equal to 24%of the food and beverage total, plus any applicable state and/or local taxes. A portion of this combined charge (currently 13%) is a gratuity and will be fully distributed to servers, and where applicable, bussers and/or bartenders assigned to the Event. The remainder of the combined charge (currently 11%) is a service charge that is not a gratuity and is the property of Hotel to cover discretionary and administrative costs of Group's Event. Hotel will endeavor to notify Group in advance of Group's Event of any increases to the combined charge should different gratuity and/or service charge amounts be in effect on the day of Group's Event. Audio Visual Services: The Casa Marina Resort&The Reach Resort maintain a full service, on-site audiovisual production company through Presentation Services PSAV.The Hotel recognizes that certain guests/clients may elect to bring in a third party supplier of audiovisual services ("Third-Party Supplier"). The Hotel and Presentation Services are able to meet any such request(s) provided the following guidelines are followed and a copy of these guidelines are signed by the guest/client and the Third-Party Supplier and provided to the Hotel at least 45 days 2 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1785 il II>, t KEY WEST CA SA • M.2.b uvau�u . n I ........................... lHi it � i��w�l�')�i�yi��r�r�l�I�i�r��T prior to the event. These guidelines have been developed to ensure the utmost safety and care for all guests of the Hotel and the Hotel premises, and to uphold a level of service and quality that is necessary to ensure a successful event. A. All third party vendors planning to do audiovisual work within our facility must contact Presentation Services and the facility no less than 45 days prior to their load in. Presentation Services and the facility will advise these companies of the provisions that must be met and assist in assuring that your function runs smoothly. B. All Audio Visual Sales incentives offered by the hotel will be extended if and only if Presentation Services is the primary audio-visual provider for the event. If Presentation Services is not selected as the primary audio-visual provider, all such sales incentives will E become null and void,and prevailing rates will apply to any and all services provided by Presentation Services. E C. The group will be charged 20% of the resorts prevailing audio visual rates, plus tax and 24%service charge, if companies other than PSAV are utilized on property, or if the group's own equipment is used to supply audio visual services. Load In/Load Out Supervisor • All production companies working in the Casa Marina Resort must hire a load in/load out supervisor through our in house audio visual company, Presentation Services. This PSAV technician will supervise the setup and strike to ensure the hotel's policies and procedures are followed. A minimum of$500.00 for set up and minimum of$500.00 for tear down will be charged during normal business hours.There may be additional fees for PSAV technician supervision outside of normal business hours. a • The Third-Party Supplier is required to provide to Presentation Services a complete schedule of events at least 7 days before load-in including the date and time of load-in and load-out, times of amplified audio reproduction, power tie-in/disconnect schedule and "dark room"schedules. U) Summary of Revenue Anticipated by Hotel from this Agreement: For Group's information and guidance, the following chart illustrates the total potential value of Group's Event.The Hotel has offered the negotiated group room rates, meeting room inventory and other concessions in 04 this Agreement based upon the total revenue contracted, as well as additional revenue from providing additional services to Group and Group's attendees at additional charge. Any requests for additional sleeping rooms, meeting rooms, function space and/or food and beverage to be added after Agreement signing will be subject to availability, and agreed upon changes would be confirmed in a written amendment to this Ln Agreement signed by both parties. 04 Summary of Revenue Anticipated by Hotel from this Agreement U Total Anticipated Sleeping Room Revenue : $126,448.00 Total Anticipated Banquet Food and Beverage Revenue: Inclusive of gratuities, service charges, $155,000.00 ®I supplemental surcharges,applicable federal,state or local taxes or any other fees outside of food and beverage product sales. E Total Anticipated Audio Visual Charges: $20,000.00 E Total Anticipated Meeting Room Rental Fees: $500.00 Estimated Total Resort Charge: $7,080.00 as "Total Anticipated Revenue": $309,028.00 Taxes: Group agrees to pay any and all applicable federal, state, municipal or other taxes, fees, or assessments imposed on or applicable to Group's Event.Currently,the sales tax rate is 7.5%,and the hotel occupancy tax rate is 5% (subject to change without notice). Hotel will honor any available tax exemptions for which Group qualifies, provided that Group properly completes and timely provides all documentation required by the applicable jurisdiction to substantiate the exemption. Group is responsible for informing Group's attendees of all applicable daily resort fees (and service fees, if applicable), as such fees are separate and distinct from the negotiated group room rate(s)and applicable taxes. Should any attendee object to paying a mandatory daily fee [such as a daily resort fee and taxes (if any)] on the basis of inadequate notice of the fee by the Group, the fees to which such guest objects shall be posted to the Group's Master Account for payment by Group. O Additional Concessions: Please advise Group's assigned Event Manager no later than seven (7) days prior to first guest room arrival of (D 0 Group's decision whether Group prefers to have concessions reduced or if Group wants to retain and pay for the unearned concessions. If Group elects to pay for unearned concessions, Group agrees that Group will pay all applicable labor charges, state and local taxes, gratuity O and/or service charges on all concessions provided. I Item Retail Units/ Duration Concession Total Retail Savings M Value Quantity Value per Unit O Reduced Resort Fee $40.00 472 Program Dates Reduced to$15.00 $18,880 $11,800.00 Ten 10 Staff Rooms $249.00 20 Program Dates Reduced to$169.00 $4,980.00 $1,600.00 Reduced Banquet Food Pricing Program Dates 10%Food discount off 2019 Banquet Menus �s Food Discount: Hotel will extend a 10%discount off December/2019 published banauet food prices. If for any reason Group does not provide the Hotel with final menu selections,final agendas, and detailed daily room set specifications at least forty-five(45)days prior to the first day of the Event(the"F&B Cut-Off Date"), Group will be ineligible to receive any food and beverage discount. The discount does not reduce Group's guaranteed expenditure of a minimum of$155,000.00 in banquet food and beverage, excluding taxes, gratuities and service charges. If Group requests customized menus or other discounted food and beverage options for any/all events, the discount will not apply in addition to the 3 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1786 il II>, KEY WEST Ills �m�� CA SA • M.2.b IvBl�u . n I ........................... lHi it � �w�l�')�i�yi��r�r�i�I�i�r��T special pricing. Discount does not apply to service charge or gratuity, which will be charged based on published retail price. Requests for additional labor, sub-contracted equipment, decor, early/late or extended serve times will be the responsibility of the Group and will not be discounted. Option Dates: These arrangements are being held on a first option basis until Tuesday, November 20, 2018 (the "Option Period"). However, should other business opportunities arise such that Hotel is in a position to confirm immediately, Group will be advised and given 24 hours, or until the end of Group's Option Period(whichever is shorter)to confirm this Agreement on a definite basis by returning a signed copy of this Agreement to Hotel, or to enable alternate dates to be researched and offered for Group's use. Please note that it is Group's E responsibility to notify Hotel if Group needs to request an extension of Group's Option Period. If Hotel does not receive a signed copy of this E Agreement by November 21, 2018, Hotel may, at Hotel's sole option and with no notice required, release this first option, or may continue to hold the arrangements,or may review and revise Hotel's rates. No cancellation fee shall apply if Hotel releases this first option. Additional Terms and Conditions: By signing where indicated below, Group is agreeing that in addition to the terms and conditions of this E Agreement as outlined herein, this Agreement is also comprised of all the general terms and conditions set forth in the Quick Confirmation Agreement — Additional Terms and Conditions (collectively, the "Additional Terms and Conditions") located on the following web site: http://hiltondistribution.com/quick®confirmation/addlterms.htm. Entire Agreement: This Agreement, together with the Standard Terms and Conditions (attached hereto and incorporated herein by reference), the above-referenced Additional Terms and Conditions, appendices, addenda and exhibits attached hereto (if any), upon signature by both parties below, constitutes the entire agreement between the parties and may not be amended or changed unless done so in writing and signed by the parties. This Agreement will become a binding commitment upon signature by both Group and Hotel (even if signed after the Option Period). If for any reason this Agreement is returned signed by Group but with changes, it shall not constitute an acceptance, but rather a counteroffer by Group that may be accepted or rejected by the Hotel in Hotel's sole discretion. 04 The undersigned expressly agree and warrant that they are authorized to sign and enter into this Agreement on behalf of the party for which they sign. Ln -� ACCEPTED AND AGREED TO: GROUP: HOTEL: Casa Marina Owner, LLC 04 d/b/a Casa Marina,A Waldorf Astoria Resort Monroe County Florida By Waldorf=Astoria Management LLC, its Managing Agent E E (D By: By: (D Name: Ms. Rhonda Haag, Director Sustainability&Projects Name: Tracy Blough,Senior Sales Manager E Dated: Dated: O (D O O I O (D E 4 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1787 il II>, KEY WEST CA SA • M.2.b uvau�u . n I ........................... lHi it � �w�l�')�i�yi��r�r�i�I�i�r��T STANDARD TERMS AND CONDITIONS Method of Reservations: Reservations will be made: ® via a rooming list. Hilton offers direct download into Hotel's reservation system using RAPID!. Group's designated Event Manager will send Group an Excel template to create Group's rooming list. Group's final rooming list must be received on or before the Cut-Off Date; OR ® directly by the attendee via the Internet. Hotel has created a Reservations Group Code for the Event. Group's Event Manager will provide Group with the unique URL to send out to Group's attendees; E OR ® directly with the Hotel room reservation department by calling our toll-free number 1-888-303-5717. In doing so, please ask your attendees to request the negotiated convention/meeting rate for your Group or by the unique group code which will be supplied after executed contract is received by hotel. Cut-Off Date: In order to assign specific room types to Group's attendees, each sleeping room in the Room Block must be confirmed in the manner described below no later than Wednesday, October 2, 2019. This date will be known as the"Cut-Off Date." After the Cut-Off Date, the Hotel will continue to hold any rooms in Group's Room Block not assigned to a specific attendee for Group if Group pays for such rooms in full at that time. If Group has not prepaid such rooms or guaranteed such rooms (but only if Group has established Master Account billing privileges), Group agrees that Hotel may offer unused sleeping rooms held in Group's Room Block to other customers to reduce Hotel's losses. Group agrees that the release of rooms will not affect the enforceability of this Agreement or Group's obligation to pay for unsold rooms in Group's Room Block. Advance payments will be refunded by the Hotel after Group's Event dates if rooms Group paid for in advance were later Uy paid for by Group's attendees. Confirmation of rooms after the Cut-Off Date will only be accepted based on availability of contracted room type(s)and at the Hotel's prevailing rates. 04 Group will publish a 75-day cut-off,Tuesday,September 17,2019. Registration & Room Block Review: At least 90 days prior to arrival, Group will provide weekly updates to Hotel on their Registration Ln Attendance to help the Hotel determine whether the remaining room block pickup will be achieved. Should Hotel and Group determine the Registration pace is falling behind, Hotel will have the opportunity to return rooms back into inventory for general sale. 04 Group will continue to promote rooms available on registration website and market e-blasts during the following timeframe: U (D 75 days prior to arrival(Tuesday, September 17,2019) 60 days prior to arrival(Wednesday, October 2,2019 45 days prior to arrival(Friday,October 18,2019) E 30 days prior to arrival(Friday, November 1,2019 Guest Payment Arrangements: (D Room and tax and Resort Fee will be ® paid by individuals Incidental charges will be ® paid by individuals, in which case these charges must be paid in full prior to the guest's departure, with individual credit being established upon check-in; OR ❑ charged to Group's Master Account. If Group submits a rooming list with reservations that will be paid for by Group, such reservations will be considered guaranteed for the full length of stay unless the reservations are cancelled by Group or the guest no later than 7 days in advance of arrival. Early departure charges will be applied to Group's Master Account for guests guaranteed by Group's rooming list that depart early. e Individual Guest Deposits/Confirmation:To confirm a sleeping room within the Room Block, the sleeping room must be secured with a valid credit card provided either by Group or the guest attending the Event, along with a first night's deposit, refundable up to 7 days in advance of arrival. Checks and major credit cards are acceptable to establish prepayment. All credit cards used to prepay the room deposit may be O charged immediately. Should Group secure sleeping rooms on behalf of Group's guests with Group's credit card, Group's attendees may thereafter provide their own credit card information for their own sleeping rooms. Group's advance payments and deposits will either be refunded by Hotel to Group within 30 days after completion of Group's Event if sleeping rooms Group paid for in advance were later paid for by Group's attendees or, at Hotel's election, credited to Group's Master Account. The Hotel will deduct any collected nonrefundable prepayment O fees from the amount Group may owe as sleeping room performance damages or cancellation damages(if applicable). I Bellman: Guest Discretion Housekeeping: Guest Discretion Storage/Handing fee: $10.00/package O Check-in: 4:00 PM Check-out: 11:00 AM Self-Parking $27.00/day Valet Parking: $35.00/day E Amenities/Room Deliveries: $5.00/room Delivery Charge �s Early Departure Fee: If a guest who has requested a room within the Room Block checks out prior to the guest's reserved checkout date, the Hotel will add an early checkout fee to that guest's individual account(currently, $150.00. Guests wishing to avoid an early checkout fee should advise the Hotel at or before check-in of any change in planned length of stay. 5 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1788 il II>, KEY WEST CA SA • M.2.b IvBl�u . n I ........................... lHi it � �w�l�')�i�yi��r�r�l�I�i�r��T Supplemental Surcharges: For Group's information, supplemental surcharges are charges added to Group's Master Account to pay for costs incurred by the Hotel in connection with additional equipment, administration, and staffing necessary for the Event. These surcharges will be solely retained by the Hotel and are not distributed to hourly or tipped employees. Examples include, but are not limited to, early sets, set-up charges, late end times, outdoor venues, resets, refreshes,cleaning and other services that require staffing above normal levels and/or services outside of the normal scope contracted and paid products and services. Banquet Services: Group has agreed to hold the food and beverage events set forth in the Schedule of Events,or to provide $155,000.00 in total anticipated catered food and beverage revenue. The following mandatory timeline relates to final menus and program meal functions: E • Given that food and beverage prices fluctuate in accordance with market conditions, menu prices for planned food and beverage % functions will be established not earlier than six (6) months prior to your Event. At that time, we will confirm in writing your menu prices for your planned food and beverage functions. • In order to confirm meeting room assignments, no later than 90 days prior to your major arrival day, we require that you re-confirm your programmed meal functions and anticipated number of attendees. At that time, we will re-confirm in writing your Schedule of Events. After that date, the Hotel will release any meeting space in your Schedule of Events not assigned to a specific meeting or function for your Group.We may continue to hold such meeting rooms if you advise us in writing that you will guarantee payment of such meeting rooms to the Master Account. If you have not guaranteed such meeting rooms, you agree that Hotel may offer unused meeting rooms held on your behalf to other customers. • At 90 days prior to your arrival date, we will review the number of requests for room assignments that have been made by your attendees in order to compare your obligations herein with your actual likely performance. Should it appear at that time that the actual number of attendees will fall below the attendance we expect based upon your reserved Room Block, the Hotel reserves the right to assign alternate meeting space commensurate with your reduced space needs as indicated by your attendees' requests for room assignments. 04 • Your Event Manager will contact you at least thirty(30) days before your Event to review and re-confirm the details for your Event, ^� including menus, decorations, entertainment and beverage service. We require that your final menu selections and room setLn ^� specifications be completed and received at least thirty(30)days prior to your major arrival day. • If for any reason you do not provide the Hotel with your final menu selections and room set specifications at least thirty (30) days 04 prior to your major arrival day, Group will be ineligible to receive any Food and Beverage discounts as provided for elsewhere in this U Agreement. (D I • If for any reason your final menu selections and room set specifications are provided to the Hotel fourteen (14) days or less prior to your major arrival day, Hotel may, in our sole discretion, make Chef's Selections for food product based on your delayed submission E of final menu selections,and you agree to accept such substitutions. (D • Due to supply chain logistics that are out of the control of the Hotel including seasonal availability of product, holidays and weekends, if for any reason you do not provide the Hotel with your final menu selections and room set specifications at least thirty (30) days prior to your major arrival day, the Hotel will assess an extra fee equal to$5.00 per menu per person to offset extra costs Hotel may incur when placing expedited food product orders to Hotel's suppliers. (D E • Upon review of your final menus and Event requirements, Event Orders will be sent by Hotel to you within five(5) business days to confirm all final arrangements and prices,which Event Orders will serve as a part of this Agreement. If you do not advise Hotel of any changes on the Event Orders by the date requested by Hotel, you agree that the Event Orders will be considered accepted by you as correct and you will be billed accordingly. • Five(5) business days prior to all food functions, the Hotel requires the customer to submit an expected number of guests for each O scheduled event. The expected number of guests cannot be reduced by more than 10% at the time the Hotel receives the final (D guaranteed number of guests. The expected number of guests can be increased by up to 10% with no additional fees for added expenses at the time the Hotel receives the final guaranteed number of guests. The final guaranteed number of guests for all food functions must be submitted by phone or email,text message cannot be accepted,to the Events/Catering Department by Noon,three O (3)business days prior to the event date.The guarantee cannot be reduced after this time. If no guarantee is received,the expected I number of guests will be the basis for billing purposes. Group will be charged the final guaranteed attendance, or the number of U guests served, whichever is greater. The guarantee becomes the minimum number of guests used in calculating the amount to be charged and the maximum number for food preparation. We will not undertake to serve more than 3% above this guaranteed minimum. (On plated Food and Beverage functions,the Hotel will set seating for 3%over the guarantee forall group events.) O Master Accounts:Group agrees to the following deposit schedule: (D DEPOSIT SCHEDULE E Due Date Amount Initial Deposit Due with receipt of a final signed Agreement $1,000.00 Second Deposit November 19,2019 Remaining Balance of Master Account 6 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1789 il II>, KEY WEST CA SA • M.2.b uvau�u . n I ........................... lHi it � �w�l�')�i�yi��r�r�i�I�i�r��T No later than 30 days in advance of arrival, Group will either provide Hotel with a valid credit card to which all remaining estimated Master Account charges will be charged on that date, or provide payment of all remaining estimated Master Account charges by company check, certified check,wire transfer or credit card. Hotel reserves the right to increase the amount of deposits and/or pre-payments should there be a negative change in Group's financial status, even if credit had previously been approved. If advance payments or deposits are not paid on a timely basis, the Hotel will have the right, at Hotel's option, to consider the Agreement % cancelled and Hotel will be entitled to cancellation damages as provided in this Agreement. E If Group is paying by credit card, Hotel requests that Group provide Hotel with Group's credit card information at the time of Group's Event so that Hotel may charge the credit card account at departure. If any charges are disputed,Group must provide an itemized list of disputed charges to Hotel so that Hotel may charge the undisputed charges to the credit card account immediately and the remainder will be charged upon resolution. E If payment of all undisputed charges is not received within thirty(30)days after Group's receipt of the final invoice,a finance charge of 1.5%per month, or the maximum amount allowed by law, whichever is less, will accrue on the unpaid, undisputed amount, commencing on the date of receipt of the final invoice. Group must submit to Hotel an itemized list of any disputed charges within fifteen (15) days of receipt of the final invoice, or else all disputes are waived. If any charges are disputed, all undisputed amounts will be paid within thirty (30) days and the parties agree to work in good faith to resolve the disputed invoiced charges in a timely manner, and Group agree to pay the remainder immediately upon resolution of the dispute. U) Electronic Payments/Bank Wire Transfer: The Casa Marina,A Waldorf Astoria Resort prefers check and/or wire payments. The detailed information listed below is what is required for any electronic payments/wire transfers. If payments are being sent by wire transfer, please advise us when transfer has been processed. 04 Bank Name-Wells Fargo ^� Account Title-Casa Marina Lessee LLC Managed by Waldorf Astoria Management LLC-Casa Marina Resort Depository Account#-4601182660 Wire ABA Routing#- 121000248 04 Swift No. (For inbound International Wires)-WFBIUS6S U (D Cash Advances: In the event that the Group will need a cash pay-out from the hotel for on-site incidentals, advance arrangements should be I made with your Events Services Manager. It is required by the hotel for the meeting planner to request pay outs in writing on their company letter head. These arrangements will include pre-payment of the advance amount by a Hotel Approved method. E E Sleeping Room Performance Policy: The Total Sleeping Room Nights Reserved under this Agreement will generate $126,448.00 in revenue for Hotel ("Total Anticipated Sleeping Room Revenue). This amount is not a guarantee from the Group. If Group does not use all of the qy sleeping rooms in room block, by the cut-off date,the rooms will be released back to the hotel in an attempt to resell rooms. Room Block Review: Group and Hotel will regularly review sleeping room pickup and Group's Registration List. Should Group Registration fall behind pace to previous years, Hotel may reduce the Group's room block in an attempt to mitigate the lack of sleeping room performance. (D Food and Beverage Performance Policy: The guestroom rates and concessions outlined are based on Group's guaranteed expenditure of a minimum of$155,000.00 in banquet food and beverage("Total Anticipated Food and Beverage Revenue"). The Total Anticipated Food and Beverage Revenue amount does not include gratuities,service charges,supplemental surcharges, applicable federal,state or Iocal taxes or any other fees outside of food and beverage product sales.This amount is not guaranteed by the Group. Cancellation Policy: Hotel has offered the favorable sleeping room rates and other concessions in this Agreement based upon the Total Anticipated Revenue for Group's Event, plus additional revenue that the Hotel anticipates Hotel would receive from providing additional services to the Group and Group's attendees at additional charge. L_ Impossibility: Neither party shall be responsible for failure to perform this Agreement if unanticipated circumstances beyond their control (including, but not limited to: acts of God; government regulation; terrorist attacks in the city in which Hotel is located; or declared war in the United States) make it illegal or impossible for Hotel to hold the Event. The affected party may terminate this Agreement without liability upon providing written notice to the other party within ten(10)days of the occurrence. U Indemnification: Group agrees to indemnify, defend and hold harmless the Hotel, Hotel's owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents(collectively,the"Hotel Indemnified Parties"), from and against any and all third party claims, losses or damages to persons or property, governmental charges or fines, penalties, and costs (including reasonable attorney's fees) (collectively, "Claim(s)"), in any way arising out of or relating to the Event that is the subject of this Agreement but only to the extent any such Claim(s)arise out of the negligence,gross negligence or intentional misconduct of Group's employees,agents,contractors,exhibitors, or attendees. Nothing in this indemnification shall require Group to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Hotel Indemnified Parties. U Hotel agrees to indemnify, defend and hold harmless Group, Group's owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the "Group Indemnified Parties"), from and against any and all Claims (as such term is defined above) arising out of or relating to the Event that is the subject of this Agreement but only to the extent any such Claim(s) to the extent any such Claim(s) arise out of the negligence, gross negligence or intentional misconduct of Hotel's employees, agents, or contractors. Nothing in this 7 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1790 il II>, KEY WEST CA SA • M.2.b lual�u . n I ........................... lHi it � i��w�l�')�i�yl��r�r�l�I�i�r��T indemnification shall require Hotel to indemnify any of the Group Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Group Indemnified Parties. This section shall not waive any statutory limitations of liability available to either party, including innkeeper's limitation of liability laws, nor shall it waive any defenses a party may have with respect to any Claim.This section shall survive any termination or expiration of this Agreement. Insurance: Group agrees to maintain insurance reasonably commensurate with all activities arising from or connected with Group's Event, including, but not limited to, general liability insurance, with limits not less than $2,000,000 per occurrence, covering personal injury, property E damage, and other liability arising from Group's Event. Group further agrees to add Hotel and Hotel's Owner as additional insureds under all E applicable policies for Group's Event. Hotel agrees to maintain general liability insurance with limits not less than $2,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability, as well as Workers Compensation insurance per applicable laws and Employers E Liability insurance. Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton's general liability insurance program, proof of Hotel's insurance coverage is satisfied by Hilton's Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291.The Hotel can confirm whether the Hotel participates. Governing Law: The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws. Dispute Resolution: The parties will use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to this Agreement by presenting the dispute to senior representatives of Hotel and Group for their discussion and possible 04 resolution in the order set forth herein; provided, however, that a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, and/or infringement of intellectual property rights shall not be subject to this provision. All negotiations pursuant to this section are confidential -� and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the respective senior representatives are unable to agree upon a resolution of such dispute, then the dispute will be resolved by binding arbitration using one arbitrator before JAMS or the American Arbitration Association in the state and city in which the Hotel is located, or the closest available location. The parties further agree that in any 04 0s arbitration proceeding,they may conduct reasonable discovery pursuant to the arbitration rules, and any arbitration award will be enforceable in qy State or Federal court. I Attorney's Fees/Costs: The parties agree that the prevailing party in any arbitration or court proceeding arising out of or related to this E Agreement will be entitled to recover an award of its reasonable attorney's fees and expert witness fees, costs and pre and post judgment E interest at the highest available legal rate.The parties further agree that if Hotel must retain counsel or initiate arbitration or legal action to collect of any monies owed to Hotel by Group under this Agreement,whether or not an arbitration or court action is filed, Hotel will be entitled to recover CD its reasonable attorney's fees incurred in such efforts to collect. CD E e 0 CD 0 0 I 0 r— CD E 8 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1791 M.2.c CKevin Madok, CPA Clerk of the Circuit Court& Com troller— Monroe Count Florida Y1 DATE: November 27, 2018 TO: Rhonda Haag, Director Sustainability& Projects Lindsey Ballard, Aide to the County Administrator E FROM: Pamela G. Hancock, D.C. as SUBJECT: November 20'BOCC Meeting _ Attached is an electronic copy of Item Q4, Contract with Casa Marina Owner, LLC d/b/a Casa Marina, A Waldorf Astoria Resort, for conference hosting and implementation senrices for the I Ith Annual Southeast Florida Regional Climate Change Summit to be held in Key West on December 3-5, 2019 in the amount of$175,500.00,for your handling. you have any questions, please feel free to contact me at(305) 292-3550. Thank you. 00 cv cv cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan 305-294-4641 305-289-6027 305-852-7145 305- Packet Pg. 1792 �11f CASA MARINA nn.2.c ;l KEY WEST Hilton A WALDORF ASTORIA RESORT QUICK CONFIRMATION AGREEMENT Casa Marina, A Waldorf Astoria Resort 1500 Reynolds Street I Key West, FL 33040 This Quick Confirmation Agreement("Agreement") is by and between Monroe County Florida or 11th Annual Regional Climate Change Summit("Group")and Casa Marina Owner, LLC("Owner")d/b/a Casa Marina,A Waldorf Astoria Resort(the"Hotel"). Especially Prepared for: Event&Hotel Information: Group Contact: Ms. Rhonda Haag Name of"Event' 11th Annual Regional Climate Change Summit Title: Director Sustainability&Projects Dates of Event:" December 3-6,2019 Company Name: Monroe County Florida Post to Reader Board 11th Annual Regional Climate Change At! Summit Address: 102050 Overseas Highway Suite 246 Hotel Contact: Tracy Blou h City,State,Zip: Ke Lar'o, FL 33037 Title: Senior ales Manager Phone: 305-453.8774 Phone: 954 6 6-0422 Email: Haa -Rhonda@MonroeCount FL. ov Email: tracy.blough@waldorfastoria.com Room Block and Rates: Hotel is pleased to confirm the following negotiated group room rates: Room Type Sun, Mon, Tue, Wed, Thu, Fri, TOTAL 12/01/19 12/02/19 12/03/19 12/04/19 12/05/19 12/06/19 Staff Room 0 0 10 10 0 0 20 a Standard Room 3 40 116 116 2 2 279 Historic Flagler Ocean 1 0 24 24 2 2 53 View-no Balcony U) Ocean View w/Balcony 0 0 50 50 10 10 120 TOTAL 4 1 40 1 200 200 14 14 1 472 cv Room Type Sin le Rate Double Rate Staff Room $169.00 $169.00 Standard Room $249.00 $249.00 Historic Fla ler Ocean View-no Balcony $289.00 $289.00 Ocean View w/Balcon Kin .$319.00 $319.00 Ocean View w/Balcon Double $299.00 $299.00 Ocean View w/Lanai Kin $299.00 $299.00 00 Ocean View w/Lanai Double 1 $299.00 $299.00 CD cv TOTAL SLEEPING ROOM NIGHTS RESERVED:472 TOTAL ANTICIPATED SLEEPING ROOM REVENUE:$126,448.00 CD Group room rates as noted in the "Room Block" above are net, non-com missionableand are quoted exclusive of applicable state and local taxes,fees and assessments. Resort Charge:Sleeping room rates are quoted exclusive of applicable resort charge.Therefore,in addition to the sleeping room rates set forth in this Agreement,there will be a daily resort charge,currently$40.00;REDUCED to$15.00 for Group per room,per night,plus applicable state and local tax,which will be posted to all guest rooms to cover the following: • Resort access&transportation between The Reach and Casa Marina,Waldorf Astoria resorts(based upon availability) • Casa Marina recreation activities:Volleyball,Table tennis,corn hole,hammocks and featuring the largest beach resort in Key West • The Reach Recreation Activities: Life size chess, bocce ball, hammocks and featuring the largest natural sand beach with direct ocean entry in Key West • Beach and pool lounge chairs with umbrellas • Poolside delighters including cold eucalyptus towel and popsicles • Hydration stations • Wireless internet access • Business center access • Fitness center access • Local&domestic long distance phone calls • (2)In room bottles of water daily • In-room espresso Amenities and Services included in the Resort Charge are subject to change. 1 � HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1793 01110 CASA MARINA M.2.c r__01 KEY WESTWW A WALDORf ASTORIA RESORT Hilton Schedule of Events and Function Space Charges: Date Start Time End Time Function Room Setup Agr Room Rental Mon, 12/2/19 9:00 AM 5:00 PM Office Marlin 345 Office 10 Tue, 12/3/19 8:00 AM 5:45 PM Setup Fla lers Ballroom Exhibition-Table Top 25 Tue, 12/3/19 9:00 AM 5:00 PM Office Marlin 345 Office 10 Tue, 12/3/19 12:00 PM 7:30 PM Registration Lobby Veranda Registration 4 Tue, 12/3/19 1:00 PM 5:45 PM Meeting Keys Ballroom Theater 300 Tue, 12/3/19 2:30 PM 2:45 PM Break Fla lers Patio 300 Tue, 12/3/19 5:45 PM 7:30 PM Reception Stations Fla lers Ballroom&Patio Exhibition-Table Top 300 Wed,12/4/19 7:30 AM 8:15 AM Continental Breakfast Fla lers Patio Round Tables of 12 300 Wed,12/4/19 7:30 AM 8:15 AM Continental Breakfast Fla lers Patio Round Tables of 12 150 Wed,12/4/19 7:30 AM 5:30 PM Exhibition/Trade Show Fla lers Ballroom Exhibition-Table Top 20 Wed,12/4/19 8:15 AM 5:30 PM Meeting Keys Ballroom Theater 450 Wed,12/4/19 9:00 AM 5:00 PM Registration Lobby Veranda-7— Re istration 4 Wed, 12/4/19 9:00 AM 5:00 PM Office Tarpon 245 Office 10 f!5 Wed, 12/4/19 9:00 AM 5:00 PM Office Marlin 345 Office 10 Wed, 12/4/19 9:30 AM 9:45 AM Break Fla lers Patio 150 m Wed,12/4/19 9:30 AM 9:45 AM Break Fla lers Br/Patio/Bar 300 _ Wed,12/4/19 12:00 PM 1:15 PM Lunch Buffet Fla lers Patio Round Tables of 10 150 g j Wed, 12/4/19 12:00 PM 1:15 PM Lunch Buffet Fla lers Patio Round Tables of 10 300 Wed, 12/4/19 3:15 PM 3:30 PM Break Fla lers Patio 300 m Wed,12/4/19 3:15 PM 3:30 PM Break Fla lers Patio 150 Wed,12/4/19 5:30 PM 10:30 PM Reception Drinks Fla lers Ballroom&Patio Exhibition-Table Top 400 Wed, 12/4/19 6:30 PM 10:30 PM Dinner Buffet Fla lers Ballroom Round Tables of 10 400 $500.00 U) Thu, 12/5/19 7:30 AM 8:00 AM Continental Breakfast Fla lers Ballroom 300 f> Thu, 12/5/19 7:30 AM 8:00 AM Continental Breakfast Fla lers Patio 150 Thu, 12/5/19 7:30 AM 9:00 AM Registration Lobby Veranda Registration 4 Thu, 12/5/19 8:00 AM 12:00 PM Exhibition/Trade Show Fla lers Ballroom Exhibition-Table Top 20 Thu, 12/5/19 8:00 AM 1:00 PM Meeting Keys Ballroom Theater 450 Thu, 12/5/19 9:00 AM 10:15 AM Exhibition/Trade Show Fla lers Ballroom Exhibition-Table Top 20 Thu, 12/5/19 9:00 AM 1:00 PM Office Tarpon 245 Office 10 Thu, 12/5/19 9:00 AM 1:00 PM Office Marlin 345 Office 10 Thu, 12/5/19 9:55 AM 10:15 AM Break Keys Ballroom Patio 300 Thu, 12/5/19 9:55 AM 10:15 AM Break Fla lers Patio 150 00 Thu, 12/5/19 10:15 AM 12:15 PM Teardown Fla lers Ballroom CD cv • Subject to change without notice. CD • Group agrees to confirm with Hotel the assigned function space before printing any materials listing specific meeting or function locations. Outdoor Functions:All outdoor functions scheduled at the Casa Marina and/or The Reach Resorts with a backup location are subject to final weather decision by 12:00 noon on the day of the function. A$500.00 setup fee will apply for all group's beach functions. The Hotel_ Management will make this decision in the best interest of a successful event for the convention group. Music/ Entertainment for outdoor functions must conclude by 11:00 PM per the City of Key West Noise Ordinance. All beverages consumed at outside locations,including wine, will be served in non-breakable plastic ware. No glassware of any kind is permitted at outside locations. Depending on the time of year and scheduled time of the event,there could be costs incurred for lighting. Please check with your Event Manager for details and requirements. Expositions/Exhibits: Arrangements must be coordinated in advance with your CSM. Gratuity&Service Charge:The combined gratuity and service charge that is in effect on the day of Group's Event will be added to Group's Master Account. Currently,the combined charge is equal to 24%of the food and beverage total,plus any applicable state and/or local taxes. A portion of this combined charge (currently 13%) is a gratuity and will be fully distributed to servers, and where applicable, bussers and/or bartenders assigned to the Event.The remainder of the combined charge (currently 11% is a service charge that is not a gratuity and is the property of Hotel to cover discretionary and administrative costs of Group's Event. Hotel will endeavor to notify Group in advance of Group's Event of any increases to the combined charge should different gratuity and/or service charge amounts be in effect on the day of Group's Event. Audio Visual Services: The Casa Marina Resort&The Reach Resort maintain a full service,on-site audiovisual production company through Presentation Services PSAV.The Hotel recognizes that certain guests/clients may elect to bring in a third party supplier of audiovisual services ("Third-Party Supplier"). The Hotel and Presentation Services are able to meet any such request(s) provided .the following guidelines are followed and a copy of these guidelines are signed by the guest/client and the Third-Party Supplier and provided to the Hotel at least 45 days 2 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1794 f N CASA MARINA M.2.c fl KEY WEST Hilton A WALDORF ASTORIA RESORT prior to the event. These guidelines have been developed to ensure the utmost safety and care for all guests of the Hotel and the Hotel premises,and to uphold a level of service and quality that is necessary to ensure a successful event. A. All third party vendors planning to do audiovisual work within our facility must contact Presentation Services and the facility no less than 45 days prior to their load in. Presentation Services and the facility will advise these companies of the provisions that must be met and assist in assuring that your function runs smoothly. B. All Audio Visual Sales incentives offered by the hotel will be extended if and only if Presentation Services is the primary audio-visual provider for the event. If Presentation Services is not selected as the primary audio-visual provider, all such sales incentives will become null-and void,and prevailing rates will apply to any and all services provided by Presentation Services. C. The group will be charged 20%of the resorts prevailing audio visual rates, plus tax and 24%service charge,if companies other than PSAV are utilized on property,or if the group's own equipment is used to supply audio visual services. Load In/Load Out Supervisor • All production companies working in the Casa Marina Resort must hire a load in/load out supervisor through our in house audio visual company, Presentation Services. This PSAV technician will supervise the setup and strike to ensure the hotel's policies and procedures are followed. A minimum of$500.00 for set up and minimum of $500.00 for tear down will be charged during normal business hours.There may be additional fees for PSAV technician supervision outside of normal business hours. • The Third-Party Supplier is required to provide to Presentation Services a complete schedule of events at least 7 days before load-in including the date and time of load-in and load-out,times of aniplified audio reproduction, power tie-in/disconnect schedule and"dark room"schedules. Summary of Revenue Anticipated by Hotel from this Agreement: For Group's information and guidance, the following chart illustrates the M total potential value of Group's Event.The Hotel has offered the negotiated group room rates,meeting room inventory and other concessions in this Agreement based upon the total revenue contracted,as well as additional revenue from providing additional services to Group and Group's �g j attendees at additional charge. Any requests for additional sleeping rooms, meeting rooms, function space and/or food and beverage to be added after Agreement signing will be subject to availability, and agreed upon changes would be confirmed in a written amendment to this Agreement signed by both parties. Summary of Revenue Anticipated by Hotel from this Agreement U) Total Anticipated Sleeping Room Revenue : $126,448.00 Total Anticipated Banquet Food and Beverage Revenue: Inclusive of gratuities, service charges, $155,000.00 supplemental surcharges,applicable federal,state or local taxes or any other fees outside of food and beverage product sales. C®I Total Anticipated Audio Visual Charges: $20,000.00 [!Total otal Anticipated MeetingRoom Rental Fees: $500.00 stimated Total Resort Charge: $7,080.00 Anticipated Revenue": $309,028.00 0 Taxes: Group agrees to pay any and all applicable federal,state, municipal or other taxes,fees, or assessments imposed on or applicable to Group's Event.Currently,the sales tax rate is 7.5%,and the hotel occupancy tax rate is 5% (subject to change without notice). Hotel will honor 00 any available tax exemptions for which Group qualifies, provided that Group properly completes and timely provides all documentation required CD by the applicable jurisdiction to substantiate the exemption. cy CD Group is responsible for informing Group's attendees of all applicable daily resort fees (and service fees, if applicable), as such fees are separate and distinct from the negotiated group room rate(s)and applicable taxes. Should any attendee object to paying a mandatory daily fee [such as a daily resort fee and taxes (if any)] on the basis of inadequate notice of the fee by the Group,the fees to which such guest objects shall be posted to the Group's Master Account for payment by Group. Additional Concessions: Please advise Group's assigned Event Manager no later than seven (7) days prior to first guest room arrival of Croup's decision whether Group prefers to have concessions reduced or if Group wants to retain and pay for the unearned concessions. If Group elects to pay for unearned concessions, Group agrees that Group will pay all applicable labor charges, state and local taxes, gratuity and/or service charges on all concessions provided. Item`; . Retail Units/ Duration' Concession .. Total Retail Savings Value- Quantity Value per Unit Reduced Resort Fee $40.00 472 Program Dates Reduced to$15.00 $18,880 $11,800.00 Ten 10 Staff Rooms $249.00 20 Program Dates Reduced to$169.00 $4,980.00 $1,600.00 Reduced Banquet Food Pricing Program Dates 10%Food discount off 2019 Banquet Menus Food Discount: Hotel will extend a 10%discount off December/2019 published banquet food prices.If for any reason Group does not provide the Hotel with final menu selections,final agendas,and detailed daily room set specifications at least forty-five(45)days prior to the first day of the Event(the"F&B Cut-Off Date"),Group will be ineligible to receive any food and beverage discount. The discount does not reduce Group's guaranteed expenditure of a minimum of$155,000.00 in banquet food and beverage, excluding taxes, gratuities and service charges. If Group requests customized menus or other discounted food and beverage options for any/all events, the discount will not apply in addition to the 3 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1795 V0 CASA MARINA } M.2.c KEY WEST Iffil A WALDORF ASTORIA RESORT special pricing. Discount does not apply to service charge or gratuity, which will be charged based on published retail price. Requests for additional labor, sub-contracted equipment, decor, early/late or extended serve times will be the responsibility of the Group and will not be discounted. Option Dates: These arrangements are being held on a first option basis until Tuesday, November 20, 2018 (the "Option Period"). However, should other business opportunities arise such that Hotel is in a position to confirm immediately,Group will be advised and given 24 hours,or until the end of Group's Option Period (whichever is shorter)to confirm this Agreement on a definite basis by returning a signed copy of this Agreement to Hotel, or to enable alternate dates to be researched and offered for Group's use. Please note that it is Group's responsibility to notify Hotel if Group needs to request an extension of Group's Option Period. If Hotel does not receive a signed copy of this Agreement by November 21, 2018, Hotel may, at Hotel's sole option and with no notice required, release this first option, or may continue to hold the arrangements,or may review and revise Hotel's rates.No cancellation fee shall apply if Hotel releases this first option. Additional Terms and Conditions: By signing where indicated below, Group is agreeing that in addition to the terms and conditions of this Agreement as outlined herein, this Agreement is also comprised of all the general terms and conditions set forth in the Quick Confirmation Agreement — Additional Terms and Conditions (collectively, the "Additional Terms and Conditions") located on the following web site: http://hiItondistribution.com/quick-confirmation/addlterms.htm. Entire Agreement: This Agreement, together with the Standard Terms and Conditions (attached hereto and incorporated herein by reference), the I above-referenced Additional Terms and Conditions, appendices, addenda and exhibits attached hereto (if any), upon signature by both parties below, constitutes the entire agreement between the parties and may not be amended or changed unless done so in writing and signed by the parties. This Agreement will become a binding commitment upon signature by both Group and Hotel (even if signed after the Option Period). If for any reason this Agreement is returned signed by Group but with changes, it shall not constitute an acceptance, but rather a counteroffer by Group that may be accepted or rejected by the Hotel in Hotel's sole discretion. The undersigned expressly agree and warrant that they are authorized to sign and enter into this Agreement on behalf of the party for which U they sign. ACCEPTED AND AGREED TO: GROUP: HOTEL: Casa Marina Owner,LLC d/b/a Casa Marina,A Waldorf Astoria Resort U) Monroe County Board of County Commissioners By Waldorf=Astoria Management LLC,its Managing Agent N E By: Mavor/Chair By: 00 Name: Sy I Vt a J. Mµr� Name: Trac u h Senior Sales Manager Dated: /z.o t CD Dated: v v �iC9 �`�! 5, .`G C3 r t OE Cot lkiTY A170AINEY - C:)M 71 PED J.MERCADO � M : t 70 ASSI ATTOR EY - . a '� CDO R� K,CLER 9� DO IITY CLERK 4 HILTON CICA(USA)(REV.27 MARCH 2O18) Packet Pg. 1796 11I CASA MARINA M.2.c (! KEY WEST Hilton A WALDORF ASTORIA RESORT STANDARD TERMS AND CONDITIONS Method of Reservations: Reservations will be made: ®via a rooming list. Hilton offers direct download into Hotel's reservation system using RAPID!. Group's designated Event Manager will send Group an Excel template to create Group's rooming list. Group's final rooming list must be received on or before the Cut-Off Date; OR ® directly by the attendee via the Internet. Hotel has created a Reservations Group Code for the Event. Group's Event Manager will provide Group with the unique URL to send out to Group's attendees; OR ® directly with the Hotel room reservation department by calling our toll-free number 1-888-303-5717. In doing so, please ask your attendees to request the negotiated convention/meeting rate for your Group or by the unique group code which will be supplied after executed contract is received by hotel. Cut-Off Date: In order to assign specific room types to Group's attendees, each sleeping room in the Room Block must be confirmed in the manner described below no later than Wednesday, October 2, 2019. This date will be known as the"Cut-Off Date." After the Cut-Off Date, the Hotel will continue to hold any rooms in Group's Room Block not assigned to a specific attendee for Group if Group pays for such rooms in full at that time. If Group has not prepaid such rooms or guaranteed such rooms (but only if Group has established Master Account billing privileges), Group agrees that Hotel may offer unused sleeping rooms held in Group's Room Block to other customers to reduce Hotel's losses. Group agrees that the release of rooms will not affect the enforceability of this Agreement or Group's obligation to pay for unsold rooms in Group's Room Block. Advance payments will be refunded by the Hotel after Group's Event dates if rooms Group paid for in advance were later f!5 paid for by Group's attendees. Confirmation of rooms after the Cut-Off Date will only be accepted based on availability of contracted room type(s)and at the Hotel's prevailing rates. Group will publish a 75-day cut-off,Tuesday,September 17,2019. �g j Registration & Room Block Review: At least 90 days prior to arrival, Group will provide weekly updates to Hotel on their Registration Attendance to help the Hotel determine whether the remaining room block pickup will be achieved. Should Hotel and Group determine the Registration pace is falling behind,Hotel will have the opportunity to return rooms back into inventory for general sale. Group will continue to promote rooms available on registration website and market e-blasts during the following timeframe: • 75 days prior to arrival(Tuesday,September 17,2019) • 60 days prior to arrival(Wednesday,October 2,2019 cy • 45 days prior to arrival(Friday,October 18,2019) • 30 days prior to arrival(Friday,November 1,2019 Guest Payment Arrangements: Room and tax and Resort Fee will be®paid by individuals Incidental charges will be ® paid by individuals, in which case these charges must be paid in full prior to the guest's departure,with individual credit being established upon check-in;OR❑ charged to Group's Master Account. If Group submits a rooming list with reservations that will be 00 paid for by Group,such reservations will be considered guaranteed for the full length of stay unless the reservations are cancelled by Group or the guest no later than 7 days in advance of arrival. Early departure charges will be applied to Group's Master Account for guests guaranteed by cy Group's rooming list that depart early. cv Individual Guest Deposits/Confirmation:To confirm a sleeping room within the Room Block,the sleeping room must be secured with a valid credit card provided either by Group or the guest attending the Event, along with a first night's deposit, refundable up to 7 days in advance of arrival. Checks and major credit cards are acceptable to establish prepayment. All credit cards used to prepay the room deposit may be charged immediately. Should Group secure sleeping rooms on behalf of Group's guests with Group's credit card, Group's attendees may thereafter provide their own credit card information for their own sleeping rooms. Group's advance payments and deposits will either be refunded by Hotel to Group within 30 days after completion of Group's Event if sleeping rooms Group paid for in advance were later paid for by Group's attendees or, at Hotel's election, credited to Group's Master Account. The Hotel will deduct any collected nonrefundable prepayment fees from the amount Group may owe as sleeping room performance damages or cancellation damages(if applicable). Bellman: Guest Discretion Housekeeping: Guest Discretion Storage/Handing fee: $10.00/package Check-in: 4:00 PM Check-out: 11:00 AM Self-Parking $27.00/day Valet Parking: $35.00/day Amenities/Room Deliveries: $5.00/room Delivery Charge Early Departure Fee: If a guest who has requested a room within the Room Block checks out prior to the guest's reserved checkout date,the Hotel will add an early checkout fee to that guest's individual account(currently,$150.00. Guests wishing to avoid an early checkout fee should advise the Hotel at or before check-in of any change in planned length of stay. 5 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1797 M.2.c 1?/ CASA MARINA 0 tl KEY WEST [Hilt A WALDORF ASTORIA RESORT Supplemental Surcharges: For Group's information, supplemental surcharges are charges added to Group's Master Account to pay for costs incurred by the Hotel in connection with additional equipment, administration, and staffing necessary for the Event. These surcharges will be solely retained by the Hotel and are not distributed to hourly or tipped employees. Examples include, but are not limited to, early sets,set-up charges,late end times,outdoor venues, resets,refreshes,cleaning and other services that require staffing above normal levels and/or services outside of the normal scope contracted and paid products and services. Banquet Services: Group has agreed to hold the food and beverage events set forth in the Schedule of Events,or to provide$155,000.00 in total anticipated catered food and beverage revenue. The following mandatory timeline relates to final menus and program meal functions: • Given that food and beverage prices fluctuate in accordance with market conditions, menu prices for planned food and beverage functions will be established not earlier than six (6) months prior to your Event. At that time, we will confirm in writing your menu prices for your planned food and beverage functions. - • In order to confirm meeting room assignments, no later than 90 days prior to your major arrival day, we require that you re-confirm your programmed meal functions and anticipated number of attendees. At that time, we will re-confirm in writing your Schedule of Events. After that date, the Hotel will release any meeting space in your Schedule of Events not assigned to a specific meeting or function for your Group.We may continue to hold such meeting rooms if you advise us in writing that you will guarantee payment of such meeting rooms to the Master Account. If you have not guaranteed such meeting rooms,you agree that Hotel may offer unused meeting rooms held on your behalf to other customers. • At 90 days prior to your arrival date, we will review the number of requests for room assignments that have been made by your attendees in order to compare your obligations herein with your actual likely performance. Should it appear at that time that the actual number of attendees will fall below the attendance we expect based upon your reserved Room Block,the Hotel reserves the right to assign alternate meeting space commensurate with your reduced space needs as indicated by your attendees' requests for room assignments. _ • Your Event Manager will contact you at least thirty(30)days before your Event to review and re-confirm the details for your Event, including menus, decorations, entertainment and beverage service. We require that your final menu selections and room set specifications be completed and received at least thirty(30)days prior to your major arrival day. a • If for any reason you do not provide the Hotel with your final menu selections and room set specifications at least thirty(30) days prior to your major arrival day, Group will be ineligible to receive any Food and Beverage discounts as provided for elsewhere in this Agreement. • If for any reason your final menu selections and room set specifications are provided to the Hotel fourteen(14)days or less prior to cv your major arrival day, Hotel may,in our sole discretion, make Chef's Selections for food product based on your delayed submission .d of final menu selections,and you agree to accept such substitutions. • Due to supply chain logistics that are out of the control of the Hotel including seasonal availability of product, holidays and weekends, E if for any reason you do not provide the Hotel with your final menu selections and room set specifications at least thirty(30) days prior to your major arrival day,the Hotel will assess an extra fee equal to$5.00 per menu per person to offset extra costs Hotel may incur when placing expedited food product orders to Hotel's suppliers. 00 T_ CD • Upon review of your final menus and Event requirements, Event Orders will be sent by Hotel to you within five(5)business days to confirm all final arrangements and prices,which Event Orders will serve as a part of this Agreement. If you do not advise Hotel of any CD changes on the Event Orders by the date requested by Hotel,you agree that the Event Orders will be considered accepted by you as correct and you will be billed accordingly. • Five(5)business days prior to all food functions,the Hotel requires the customer to submit an expected number of guests for each scheduled event. The expected number of guests cannot be reduced by more than 10% at the time the Hotel receives the final guaranteed number of guests. The expected number of guests can be increased by up to 10% with no additional fees for added expenses at the time the Hotel receives the final guaranteed number of guests. The final guaranteed number of guests for all food functions must be submitted by phone or email,text message cannot be accepted,to the Events/Catering Department by Noon,three (3)business days prior to the event date.The guarantee cannot be reduced after this time. If no guarantee is received,the expected number of guests will be the basis for billing purposes. Group will be charged the final guaranteed attendance, or the number of guests served, whichever is greater. The guarantee becomes the minimum number of guests used in calculating the amount to be charged and the maximum number for food preparation. We will not undertake to serve more than 3% above this guaranteed minimum.(On plated Food and Beverage functions,the Hotel will set seating for 3%over the guarantee for all group events.) Master Accounts: Group agrees to the following deposit schedule: DEPOSIT SCHEDULE Due Date Amount Initial Deposit I Due with receipt of a final signed Agreement $1,000.00 Second Deposit November 19,2019 Remaining Balance of Master Account 6 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1798 ffi CASA MARINA nn.2.c NKEY WEST - [Hilton] AVIALDORFASTORIA RESORT No later than 30 days in advance of arrival, Group will either provide Hotel with a valid credit card to which all remaining estimated Master Account charges will be charged on that date, or provide payment of all remaining estimated Master Account charges by company check, certified check,wire transfer or credit card. Hotel reserves the right to increase the amount of deposits and/or pre-payments should there be a negative change in Group's financial status, even if credit had previously been approved. If advance payments or deposits are not paid on a timely basis, the Hotel will have the right, at Hotel's option, to consider the Agreement cancelled and Hotel will be entitled to cancellation damages as provided in this Agreement. If Group is paying by credit card, Hotel requests that Group provide Hotel with Group's credit card information at the time of Group's Event so that Hotel may charge the credit card account at departure.If any charges are disputed,Group must provide an itemized list of disputed charges to Hotel so that Hotel may charge the undisputed charges to the credit card account immediately and the remainder will be charged upon resolution. If payment of all undisputed charges is not received within thirty(30)days after Group's receipt of the final invoice,a finance charge of 1.5%per month, or the maximum amount allowed by law, whichever is less, will accrue on the unpaid, undisputed amount, commencing on the date of receipt of the final invoice. Group must submit to Hotel an itemized list of any disputed charges within fifteen (15) days of receipt of the final invoi e, or else all disputes are waived. If any charges are disputed, all undisputed amounts will be paid within thirty (30) days and the parties agre.to work in good faith to resolve the disputed invoiced charges in a timelS, manner, and Group agree to pay the remainder immediately upon resolution of the dispute. Electronic Payments/Bank Wire Transfer: The Casa Marina,A Waldorf Astoria Resort prefers check and/or wire payments. The detailed information listed below is what is required for any electronic payments/wire transfers. If payments are being sent by wire transfer,please advise us when transfer has been processed. Bank Name-Wells Fargo Account Title-Casa Marina Lessee LLC Managed by Waldorf Astoria Management LLC-Casa Marina Resort Depository Account#-4601182660 Wire ABA Routing#-121000248 Swift No.(For inbound International Wires)-WFBIUS6S U) Cash Advances: In the event that the Group will need a cash pay-out from the hotel for on-site incidentals,advance arrangements should be L) made with your Events Services Manager. It is required by the hotel for the meeting planner to request pay outs in writing on their company letter head. These arrangements will include pre-payment of the advance amount by a Hotel Approved method. cv Sleeping Room Performance Policy: The Total Sleeping Room Nights Reserved under this Agreement will generate$126,448.00 in revenue for Hotel ("Total Anticipated Sleeping Room Revenue). This amount is not a guarantee from the Group. If Group does not use all of the 0 sleeping rooms in room block,by the cut-off date,the rooms will be released back to the hotel in an attempt to resell rooms. 0 Room Block Review: Group and Hotel will regularly review sleeping room pickup and Group's Registration List. Should Group Registration fall 2 behind pace to previous years,Hotel may reduce the Group's room block in an attempt to mitigate the lack of sleeping room performance. 00 Food and Beverage Performance Policy: The guestroom rates and concessions outlined are based on Group's guaranteed expenditure of a minimum of$155,000.00 in banquet food and beverage("Total Anticipated Food and Beverage Revenue"). The Total Anticipated Food and Beverage Revenue amount does not include gratuities,service charges,supplemental surcharges,applicable federal,state or local taxes or any cy other fees outside of food and beverage product sales.This amount is not guaranteed by the Group. Cancellation Policy: Hotel has offered the favorable sleeping room rates and other concessions in this Agreement based upon the Total Anticipated Revenue for Group's Event, plus additional revenue that the Hotel anticipates Hotel would receive from providing additional services to the Group and Group's attendees at additional charge. Impossibility: Neither party shall be responsible for failure to perform this Agreement if unanticipated circumstances beyond their control (including, but not limited to: acts of God; government regulation; terrorist attacks in the city in which Hotel is located; or declared war in the United States) make it illegal or impossible for Hotel to hold the Event.The affected party may terminate this Agreement without liability upon providing written notice to the other party within ten(10)days of the occurrence. Indemnification: Group agrees to indemnify, defend and hold harmless the Hotel, Hotel's owners, managers, partners,subsidiaries, affiliates, officers,directors,employees and agents (collectively,the"Hotel Indemnified Parties"),from and against any and all third party claims, losses or damages to persons or property, governmental charges or fines, penalties, and costs (including reasonable attorney's fees) (collectively, "Claim(s)"),in any way arising out of or relating to the Event that is the subject of this Agreement but only to the extent any such Claim(s)arise out of the negligence,gross negligence or intentional misconduct of Group's employees,agents,contractors,exhibitors,or attendees.Nothing in this indemnification shall require Group to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Hotel Indemnified Parties. Hotel agrees to indemnify, defend and hold harmless Group, Group's owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the "Group Indemnified Parties"), from and against any and all Claims (as such term is defined above) arising out of or relating to the Event that is the subject of this Agreement but only to the extent any such Claim(s) to the extent any such Claim(s) arise out of the negligence, gross negligence or intentional misconduct of Hotel's employees, agents, or contractors. Nothing in this 7 HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1799 `O CASA MARINA M.2.c ;) KEY WEST Hilton A WALDORF ASTORIA RESORT indemnification shall require Hotel to indemnify any of the Group Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Group Indemnified Parties. This section shall not waive any statutory limitations of liability available to either party,including innkeeper's limitation of liability laws,nor shall it waive any defenses a party may have with respect to any Claim.This section shall survive any termination or expiration of this Agreement. Insurance: Group agrees to maintain insurance reasonably commensurate with all activities arising from or connected with Group's Event, including, but not limited to, general liability insurance, with limits not less than $2,000,000 per occurrence, covering personal injury, property damage, and other liability arising from Group's Event. Group further agrees to add Hotel and Hotel's Owner as additional insureds under all applicable policies for Group's Event. Hotel agrees to maintain general liability insurance with limits not less than $2,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability, as well as Workers Compensation insurance per applicable laws and Employers Liability insurance. Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton's general liability insurance program, proof of Hotel's insurance coverage is satisfied by Hilton's Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291.The Hotel can confirm whether the Hotel participates. Governing Law: The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws. CAI Dispute Resolution: The parties will use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to this Agreement by presenting the dispute to senior representatives of Hotel and Group for their discussion and possible resolution in the order set forth herein;provided, however,that a dispute relating to patents,trademarks,trade dress,copyrights,trade secrets, d> and/or infringement of intellectual property rights shall not be subject to this provision.All negotiations pursuant to this section are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the respective senior representatives are unable to agree upon a resolution of such dispute, then the dispute will be resolved by binding arbitration using one arbitrator before JAMS or the American Arbitration Association in the state and city in which the Hotel is located, or the closest available location. The parties further agree that in any arbitration proceeding,they may conduct reasonable discovery pursuant to the arbitration rules,and any arbitration award will be enforceable in U) State or Federal court. Attorney's Fees/Costs: The parties agree that the prevailing party in any arbitration or court proceeding arising out of or related to this Cv Agreement will be entitled to recover an award of its reasonable attorney's fees and expert witness fees, costs and pre and post judgment .d interest at the highest available legal rate.The parties further agree that if Hotel must retain counsel or initiate arbitration or legal action to collect of any monies owed to Hotel by Group under this Agreement,whether or not an arbitration or court action is filed,Hotel will be entitled to recover its reasonable attorney's fees incurred in such efforts to collect. 00 T- CD Cv CD Cv It- It- HILTON QCA(USA)(REV.27 MARCH 2O18) Packet Pg. 1800