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CONTRACT 7134 Vender AgreementAgreement No. 7134 EMBASSY SUITES by HILTON- Los Angtks - Inlarnaknal I0WVSm0 CATERING SALES EVENT AGREEMENT Embassy Suites LAX South 1440 E. Imperial Ave. I El Segundo, CA 90245 This Catering Sales Event. Agreement. ('Agreement') is by and between City of El Segundo ("Group" or "you" or "your(s)") and FELCOR LAX LESSEE LLC. ("Owner"), d1b/a. Embassy Suites LAX South (the "Hotel" or "we" or "us" or "our") !all' lire aced for: Event & Hotel Information: Barbara Voss Name of "Event": I City of El Segundo Holiday Event Company Name: City of El Segundo -'' ,A.,.,��' "' -v ""'', I City of El Segundo Holiday Event jundo, CA 90245 Tdle Director 524-2389 Phone: 310.469 We are pleased to offer the following function space based on our understanding of your present needs. Please review the detailed information outlined within to assure that this accurately reflects your requirements. pate Time Function Room Setuo AGF Thu, 12/12/24 12:00 PM - 4:00 PM Setup Granada Courtyard Atrium Special Setup 150 Instructions Thu, 12/12/24 5:0 PPM - 8:00 PM Reception Drinks Granada Courtyard Atrium 'Existing Setup 2 Thu, 12/12/24 5:00 PM - 8:00 PM .____ ....._ Reception Granada Courtyard Atrium ....... Special Setup _.. 150 Instructions 'Subject to change without notice. Ant = Anticipated; Agr = Number of Attendees Gratuity and Facifl Charge: The combined gratuity and facility charge that is in effect on the day of your Event will be added to your account. Currently, the combined charge is equal to 25% of the food and beverage total, plus any applicable state and/or local taxes. A portion of this combined charge (currently 17%) 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 8%) is a facility charge that is not a gratuity and is the property of Hotel to cover discretionary and administrative costs of your Event. We will endeavor to notify you in advance of your Event of any increases to the combined charge should different gratuity and/or facility charge amounts be in effect on the day of your Event to cover discretionary and administrative costs of your 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 facility charge amounts be in effect on the day of Group's Event. Summary of Revenue Anticipated by Hotel fro this A reement: 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 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 Agreement signed by both parties. �J N. t/! ,� iromew000 Hil[on nwr,. � ®�� �"n+a�:rr* Q wines HOME© a v;��u,,,,, Doc ID: 20241108134344102 Sertifi Electronic Signature Agreement No. 7134 Taxes: You agree to pay any and all applicable federal, state, municipal or other taxes, fees, or assessments imposed on or applicable to your Event. Currently, the sales tax rate is 9.5%, and the hotel occupancy tax rate is 12.84%. Event Planner Pro ram. ("Event Planner') is eligible to earn an Event Planner Ponta for a qualifying event. The Event Planner's Hilton Honors Account Number is . For this Event, Event Planner is eligible to earn one Hilton Honors bonus point For every eligible dollar spent. Eligible revenue wilt Include all sleeping room revenue (regardless whether rooms are paid) by Individuals or twilled to the Master Account) and atl meeting room rental and catered food and beverage revenue up to a maximum: of $100,000 of eligible revenue. Full details and rules regarding the Event Planner Program are available by visiting www hi ton g2m, Group agrees to take full responsibility for determining whether further disclosure of the Event Planner Bonus is required and for making such disclosure if it is required. Option Dates: These arrangements are being held on a first option basis until 2024-10-28(the "Option Period"'). However, should other business opportunities arise such that we are in a position to confirm immediately, you will be advised and given 72 hours, or until the end of your Option Period (whichever is shorter) to oonfirm this .Agreement on a definite basis by returning a signed copy of this Agreement to us, or to enable alternate dates to be researched and offered for your use. Please mote that it is your responsibility to notify us if ,you need to request an extension of your Option Period. If we do not receive a signed copy of this Agreement by 2024.10.28, we may, at our sole option and with no notice required, release" this first option, or may continue to hold the arrangements" or may review and revise our rates. No cancellation lee shall apply if we release this first option. Additional Terms and Conditions: By signing where indicated below, you are agreeing that in addition to the terms and conditions of this Agreement as outlined above, this Agreement is also cormprlsed of all the general terms and conditions set forth in the Catering Sales Everett Agreement — Additional Terms and Conditions (collectively, the "Additional Terms and Conditions") located on the foilowtng web site: htt:lhittondistrttmution.comius-caterin saDesladditerms.htim, 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)„ capon 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. If this Agreement or any attachments thereto are returned signed but with changes it shall not constitute an acceptance, but rather a counteroffer by you that may be accepted or rejected in writing by us in our sole discretion. Once both ,you and we sign this Agreement, all provisions reserved on your behalf will be confirmed and therefore subject to the terms of this Agreement. 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: City of El Segundo By: ar ara Voss Title: D/e utlCut Mafrsa er Dated: HOTEL: FelCor LAX Lessee, L.L.C.. d/b/a Embassy Suites Hotel LAX South By: Embassy Suites Management LLC, its Managing Agent L l arvin C.7 (- Vapor By: marvin.navor@hilton.com Marvin Never Title: Qirector of Catrannq Dated: 11/08/2024 __.. STANDARD TERMS AND CONDITIONS Assi nment/Confirmatign of Function S ace: The Schedule of Events listed on the first page of this Agreement indicates the space that is tentatively' being held for you and will be held on a definite basis upon signing of this Agreement by both paroes.'You agree to confirm with us the assigned function space before printing any materials listing Specif»m, meeting or function locations, if for any reason the function space reserved is not available for your Event, you agree that we may substitute space of appropriate size and romparable quality for your Event, ood fevers Guarantees and Time e: In order for Hotel to deliver on Group's expectations for a successful Event, it is critical for Group to provide timely and complete 'information to the Hotel, So that the Hotel may make appropriate plans for purchasing and preparing product, as well as properly scheduling staff, the following mandatory timeline relates to final menus and program meal functions: A d AS TO FORM. CITY ToR EY Doc ID:20241108134344 2 Sertifi Electronic Signature City tl)a City of El Segundo Agreement No. 7134 Due no later than Noon (local Hotel number of attendees listed in the Event Orders as the basis to determine the expected number of time), ten (10) business days prior to attendees. the first day of the Event Group may either reduce or increase the expected number of attendees when giving the final guaranteed number of attendees for each scheduled catered food function by up to 10% without incurring any liability costs orsuoDlementat su Final Guaranteed Number of Group must inform Hotel of the final guaranteed number of attendees that will attend each of the catered Attendees food functions by contacting the Events/Catering Department by email or phone. Guarantees cannot be reduced after this time. Guarantees by text message cannot be accepted. Group will be charged the final Due no later than Noon (local Hotel guaranteed attendance or the number of attendees served, whichever is greater. Hotel will only prepare time), three (3) business days prior to food for the final guaranteed number of attendees. the first day of the Event If Group increased the expected number of attendees for a catered food function by rruore than 10%, then the Hotel may Ladd a suuppWnental surcharge equal to 25% of the ineal cost to the Group's Master Account to cover costs incurred', by the Hotel for rush orders and overtime, and the monu offering, may be based on Chefs Selection and Group agrees to accept such substitutions. This also applies if there are any increases to the final guaranteed number of attendees within five (5) business days before the start of the Event or if Group adds a new catered food function added within five (5) business days before the start of the Event. 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. Supplemental 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. Group agrees to the following deposit schedule: DEPOSIT SCHEDULE Due Date _ receipt days after of a y 'p final signed `estimated amount No later than 14 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. Hotel prefers that Group pay all deposits and Master Account charges by electronic funds (wire) transfer. Hotel will separately provide Hotel's current banking details. 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. Hilton accepts American Express. 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 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. Food and Beverage Performance Policy: The guestroom rates and concessions outlined are based on Group's guaranteed expenditure of a minimum of $5,000.00 in banquet food and beverage ("Total Anticipated Food and Beverage Revenue"). The Total Anticipated Food and Beverage Revenue amount does not include gratuities, facility charges, supplemental surcharges, applicable federal, state or local taxes, or any other fees outside of food and beverage product sales. Should Group fall short of this Total Anticipated Food and Beverage Revenue, whether due to reduction in size of Group's meeting, drop in attendance, change in food and beverage functions or otherwise, Group agrees that the Hotel will suffer damages that will be difficult to determine. Therefore, Group agrees that Group will pay the Hotel, as liquidated damages and not as a penalty, the amount equal to the difference between the guaranteed Total Anticipated Food and Beverage Revenue and the actual food and beverage revenue amount received by Hotel for Group's banquet food and beverage functions during Group's Event dates, plus any applicable state and local taxes as required by law. Group agrees that this charge is a reasonable estimate of the Hotel's losses on food and beverage. Once food and beverage functions have been established under the Event Orders sent to Group by the Hotel, performance damages for Food and beverage will be determined separately based on the terms of the Event Orders if the anticipated food and beverage revenue under the Event Orders is higher. At the time Event Orders are prepared, Hotel will advise Group if the food and beverage selections based on the Event Orders will achieve the Total Anticipated Food and Beverage Revenue. If not, the Hotel will provide Group with Food and beverage Doc ID: 20241108134344102 Sertifi Electronic Signature Agreement No. 7134 options that would achieve the Total Anticipated Food and Beverage Revenue. Group will then have the option of either altering the Event Orders to achieve the Total Anticipated Food and Beverage Revenue, or paying the estimated food and beverage performance darnnages pursuant to this Food and Beverage Performance Policy. All estimated food and beverage performance damages will be due and payable to the Hotel no later than seven (7) days prior to Group arrival date, regardless of Master Account credit status. 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 addibonal revenue that the Hotel anticipates Hotel wound receive from providing additional, services to the Group and Group's attendees at additlonat charge. If this Agreement is cancelled by Group time parties agree that the Hotel will have lost the revenue represented by this Agreement, and also the opportunity to offer Group's unused facilities to others either individually or as part of another block, and Hotel will incur additional costs in attempting to resell inventory that was already sold to Group. The parties agree that since the exact amount of such damages will be difficult to determine„ the liquidated damage clauses provided for in this Agreement are a reasonable effort by the parties to agree in advance on the damages that the Hotel will suffer due to a cancellation. Therefore, Group agrees that should Group cancel Group's Event for any reason other than due to a valid Impossibilityo-ccurrence, including changing Group's meeting site to another hotel, Group will pay as liquidated damages to the Hotel a percentage of the Total Anticipated Revenue for Group's Event, plus any applicable state and local taxes as required by law„ as follows: Date of Hotel's Receipt of Cancellation Notice Percentage of Amount of Total Anticl ated Revenue Cancellation Dar ation between date of signinq and 11/12/24: 1 1 50 % _ 1 $3,,746.95* tion between 11/13/24 and date amount Total Anticipated Revenue for this Event is $7,493.91 The parties agree that the sliding scale of damages above is intended to reflect that the closer in time to the date of Group's Event that a cancellation occurs, the less likely it is that Hotel will be able to replace any or all of Groups business with comparable business. Therefore, no analysis of resale or mitigation will be required and damages will be due as set fortlr below. Payment of cancellation damages is due at the_,sarne timetfm that Group delivers Group's written notice of cancellation to the Hotel. Hotel may consider Group's notice of cancellation to be invalid and thus may not release accommodations held until payment of the applicable cancellation damages is received; therefore delay in payment may result in higher cancellation damages owed. gym( sossibiilty:' If unanticipated events beyond the reasonable control of the parties (including, but not limited to: acts of God; declared war in the United States; government regulations in effect 60 days or less before the Event dates that would prevent the Event from taking place as contracted; terrorist attacks in the city in which Hotel is located; or curtailment of transportation either in the city in which Hotel is located or in the countries/states of origin of the attendees that prevents at least 40% of the attendees from arriving for the first peak night of the Event) any of which make it illegal or impossible to perform under this Agreement, the affected party may terminate this Agreement, without liability, upon providing written notice to the other party. If the Event is terminated due to a valid Impossibility/force majeure occurrence, then Group agrees to negotiate promptly and in good faith with the Hotel in an effort to rebook the cancelled Event, based on space and rate availability at the Hotel, over mutually acceptable dates. if the parties agree on rebook dates, then Hotel will retain the advance deposits ,paid under the cancelled Event and apply the deposits toward the Master Account of the rebooked event. Advance deposits applied to a rebooked event, may not be applied to cancellation or performance damages for the rebooked event and any unused credit will be retained by Hotel. if the parties cannot agree on mutually acceptable rebook dates, then Hotel agrees to refund all prepaid advance deposits, less ;all documented expenses incurred by Hotel in preparation for the cancelled Event (i.e., food and beverage products purchased for the Event that cannot be used in other outlets at the Hotel, labor costs incurred by Hotel if staff schedules were posted and the Event is cancelled, etc.). Indennn f tjgn: Group agrees to indemnify, defend and hold harmless the Hotel, Hotel's owners managers, partners, subsidiaries, aifillatesa 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 Claims) 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 time 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"), frorri 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 misr:ond'uct of Hotel's employees, agents, or contractors Nothing in this 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. tnsul rance: 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 Hole] and Hotel's Owner as additional insured under all applicable policies for Group's Event. Doc ID: 20241108134344102 Sertifi Electronic Signature Agreement No. 7134 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: jilto."/www,marssh,coa'nlriiof?ctient=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 of California, excluding any laws regarding the choice or conflict of laws. Dist ute 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, 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 State or Federal court. Attorne 's Fees/Costs: The parties agree that the prevailing party in any arbitration or court proceeding arising out of or related to this Agreement will be entitled to recover an award of its reasonable attorney's fees and expert witness fees, costs and pre and post judgment 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. Disputes 'nvo vin Credit Card Payments: As a condition of Hotel agreeing to accept Group's credit card as an approved form of payment for all Master Account charges„ Group agrees that any disputes that Group may raise with respect to any Master Account charges must be addressed directly by Group and Hotel, and the parties agree to work in good faith to resolve any such disputed invoices in a timely manner. Any dispute that cannot be timely resolved to the mutual satisfaction of the parties shall resolved in accordance with the dispute resolution provisions as contained elsewhere in this Agreement. Doc ID: 20241108134344102 Sertifi Electronic Signature