VENETIAN CASINO RESORT, LLC ("VCR") SANDS EXPO & CONVENTION CENTER, INC. ("SECC"), GRAND CANAL SHOPS II, ("GCS")AND THE SHOPPES AT THE PALAZZO, LLC ("SATP") AND EACH OF THEIR PARENTS, SUBSIDIARIES AND AFFILIATES, AND EACHOF THEIR OFFICERS, DIRECTORS, AND AGENTS IN RESPECTS TO THE CONDUCT OF THE NAMED INSURED IN OR ABOUT THEPROPERTY OF VCR, SECC, GCS AND SATP ARE ADDED AS AN ADDITIONAL INSURED AND/OR LOSS PAYEE, AS APPLICABLE, BUTONLY AS RESPECTS PREMISES/VEHICLES AND EQUIPMENT LEASED/RENTED BY THE NAMED INSURED IN CONNECTION WITHTHE FILMING ACTIVITIES OF THE PRODUCTION ENTITLED “SPORTS JEOPARDY”. INSURANCE IS PRIMARY ANDNON-CONTRIBUTORY. A WAIVER OF SUBROGATION IS ADDED IN FAVOR OF THE ADDITIONAL INSURED.
11/1/2014
A- LOCKTON COMPANIES, INC.1185 AVENUE OF THE AMERICAS, STE. 2010, NY, NY 10036B- AON/ALBERT G. RUBEN & CO., INC.15303 VENTURA BL., SUITE 1200, SHERMAN OAKS, CA
MPT 07109977 8/1/2013 8/1/2014 $1,000,000 LIMITB
CU 6404747-03 11/1/2013 11/1/2014
MESQUITE PRODUCTIONS, INC.
102020 W WASHINGTON BOULEVARDCULVER CITY, CA 90232
CLL 6404745-03 11/1/2013 11/1/2014
1,000,000
1,000,000
1,000,0001,000,000
2,000,0001,000,000
10,0001,000,0001,000,000
XX
X
X
X
X
VENETIAN CASINO RESORT, LLC.
3355 LAS VEGAS BOULEVARD SOUTH,LAS VEGAS, NEVADA, 89109
A
A
A
FIREMAN’S FUND INSURANCE COMPANY
TOKIO MARINE AMERICA INSURANCE COMPANY
102821
X
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PRODUCER
INSURED
CONTACTNAMEPHONE(A/C, No, Ext):
FAX(A/C, No):
E-MAILADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A:
INSURER B:
INSURER C:
INSURER D:
INSURER E:
INSURER F:
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGESTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRLTR TYPE OF INSURANCE
ADDLINSR POLICY NUMBER
SUBRWVD (MM/DD/YYYY)
POLICY EFF(MM/DD/YYYY)POLICY EXP LIMITS
EACH OCCURRENCEDAMAGE TO RENTEDPREMISES (Ea occurrence)
AND EMPLOYERS’ LIABILITYANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?(Mandatory in NH)If yes, describe underDESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
Please email a signed copy for our files when available.
Thanks, Louise Allen Risk Management T: (519) 273-3678
From: Speak, Maggie Sent: Thursday, June 19, 2014 7:51 PM To: Sofia, Bob; Barnes, Britianey; Kiefer, Sarah; Schmidt, Rocky; Allen, Louise Cc: Zechowy, Linda; Luehrs, Dawn Subject: RE: SJ Agreement with changes Thanks indeed maggie
From: Sofia, Bob Sent: Thursday, June 19, 2014 4:51 PM To: Barnes, Britianey; Kiefer, Sarah; Speak, Maggie; Schmidt, Rocky; Allen, Louise Cc: Zechowy, Linda; Luehrs, Dawn Subject: RE: SJ Agreement with changes Thank you all Bob Sofia Coordinating Producer Technical Supervisor Wheel of Fortune/Jeopardy! (310) 244‐5946, off (310) 729‐6001, cell
From: Barnes, Britianey Sent: Thursday, June 19, 2014 4:50 PM To: Sofia, Bob; Kiefer, Sarah; Speak, Maggie; Schmidt, Rocky; Allen, Louise Cc: Zechowy, Linda; Luehrs, Dawn Subject: RE: SJ Agreement with changes
Attached is the requested certificate. Best, Britianey Barnes
2
Sr. Analyst | P. 310.244.4241 | F. 310.244.6111 [email protected] From: Sofia, Bob Sent: Thursday, June 19, 2014 4:26 PM To: Kiefer, Sarah; Speak, Maggie; Schmidt, Rocky; Allen, Louise Cc: Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: SJ Agreement with changes Maggie and I have talked. We are comfortable. Waiting on COI. Bob Sofia Coordinating Producer Technical Supervisor Wheel of Fortune/Jeopardy! (310) 244‐5946, off (310) 729‐6001, cell
From: Kiefer, Sarah Sent: Thursday, June 19, 2014 4:06 PM To: Speak, Maggie; Schmidt, Rocky; Sofia, Bob; Allen, Louise Cc: Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: SJ Agreement with changes Importance: High Ok with me if ok with Risk Management and production.
From: Speak, Maggie Sent: Thursday, June 19, 2014 4:04 PM To: Kiefer, Sarah; Schmidt, Rocky; Sofia, Bob; Allen, Louise Cc: Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: FW: SJ Agreement with changes This is the unedited version with comments
From: Diefenderfer, Patricia [mailto:[email protected]] Sent: Thursday, June 19, 2014 3:57 PM To: Speak, Maggie Cc: Zimmardo, Joe Subject: SJ Agreement with changes Here you go, Unedited version with comments Kind Regards,
Patricia Diefenderfer Theatre Operations Manager Entertainment The Venetian | The Palazzo p: (702) 414‐4139 | c: (702) 538.5000 | f:(702) 414.4193 [email protected] 3355 Las Vegas Blvd South Las Vegas, NV 89109
Organization: __________ Page 1 of 8 Hotel: ___________ Contract Generated: June 20, 2014
AGREEMENT
EVENT: Sports Jeopardy! Contestant Tryoutstryouts EVENT DATES: June 21 - June 23, 2014
This Agreement (“Agreement”) is made and entered into as of the last date signed below (the “Effective Date”) by and between Venetian Casino Resort, LLC, a Nevada Limited Liability Company, located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada, 89109, owner and operator of The Venetian Resort Hotel Casino (“Venetian”)0F
1 and The Palazzo Resort Hotel Casino (“Palazzo” and with Venetian collectively the “Hotel”) and MESQUITE PRODUCTIONS, INC., a California corporation (“Organization"). Organization and Hotel may hereafter be referred to individually as the “Party” and collectively as the “Parties.”
DECISION DUE DATE: 6/19/14 ATTACHMENTS. This Agreement references the following attachments which are incorporated herein by reference. In the event of a direct conflict between this Agreement and any of the following, the order of precedence will be first this Agreement, then in the following order:
1. Attachment A – Program Schedule - §5; and 2. Attachment B - The Meeting Planner Toolkit, as applicable for the services provided hereunder,
(http://www.venetian.com/meeting-pro-toolkit or http://www.palazzo.com/meeting-pro-toolkit) - §5 and §13.
1. Payment Policy.
All payments must be paid directly to: Venetian Casino Resort, Attn. Accounting Department c/o Accounts Receivable, 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Hotel shall not be required to complete, nor shall Hotel enter into any additional agreements (including without limitation third-party payment processing agreements), as a condition of Organization’s payment hereunder. Authorized major credit cards may be used, including MasterCard, Visa, Diner’s Club, American Express and Discover Card. 1 The “Venetian” includes what is known as The Venezia Tower.
The Organization's Corporate Office: MESQUITE PRODUCTIONS, INC. The Organization's Corporate Office Address: 10202 West Washington Blvd
Culver City, CA 90232
Organization Contact: Maggie Speaks Producer MESQUITE PRODUCTIONS, INC. 10202 West Washington Blvd Culver City, CA 90232 FAX: N/A (use email) E-mail: [email protected]
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Organization: __________ Page 2 of 8 Hotel: ___________ Contract Generated: June 20, 2014
2. METHOD OF PAYMENT. Organization will be responsible for all Master Account charges in meeting and function space, food and beverage functions as well as Attrition charges and all other charges made by those authorized in writing by Organization to incur charges on behalf of Organization. In the event Organization fails to provide a list of authorized signatories prior to the first Event Date, Hotel will rely on apparent authority. 3. BILLING ARRANGEMENTS AND DISPUTED BILLING. Terms are 100% prepayment and all charges must be fully prepaid no later than prior to Organization’s first date of arrival. Organization’s designated contact may review all master account charges daily during the Event and at the conclusion of Event prior to departure (“Master Account”). Payment of undisputed charges are due within thirty (30) days from the date of invoice and shall bear interest at the rate of eighteen percent (18%) per annum calculated thirty (30) days from the date of invoice. Organization shall provide Hotel written notice of any disputed charge within twenty-one (21) days from date of invoice. In the event of any dispute, the Parties will reasonably work together to resolve all disputes in a timely manner, and once resolved Organization will pay all remaining undisputed charges within fourteen (14) days thereafter. In the event the dispute is unable to be resolved by the Parties, disputes will be subject to Controlling Law and Dispute Resolution as set forth below. Organization shall be liable for expenses incurred by Hotel in conjunction with its efforts to collect any amount due and unpaid under this Agreement, whether or not litigation is commenced or concluded, including, without limitation, Cancellation Fees, Master Account charges, Attrition Fees, collection agency fees, reasonable outside attorneys’ fees, related expenses and court costs except where disputed payments are resolved in Organization’s favor. 4. HEADQUARTERS. Organization will designate and promote The Venetian Resort Hotel Casino and/or The Palazzo Resort Hotel Casino as the "Headquarters Hotel" location for Organization's Event. Organization shall hold all food and beverage events at Hotel, exclusively utilize Hotel’s food and beverage services for all such events (excluding Hotel’s leased outlets), and assist Hotel in its solicitation of Organization's exhibitors and/or invitees for their food, beverage, function and hospitality business. 5. MEETING AND FUNCTION SPACE. Hotel has reserved meeting/function space (“Authorized Area”) as set forth in the attached Program Schedule (“Attachment A”) based on Hotel’s understanding of Organization’s current attendees and requirements. Hotel may make reasonable substitutions to comparable space based on Organization’s requirements or number of attendees at time of substitution. In the event of a change, Organization will be advised and an alternative will be provided. Hotel acknowledges and agrees that Organization will be conducting the Event for its made for new media program Sports Jeopardy! (the “Program”). Hotel further acknowledges and agrees that Organization has the right to film, tape and otherwise record the Event, that all materials filmed, taped and/or otherwise recorded (the “Materials”) are the sole property of Organization, and that Organization has the unlimited right to exploit the Materials worldwide in all media, now known or hereafter devised, in perpetuity, in connection with the Program or otherwise. Notwithstanding the preceding, Organization understands and agrees that Hotel is not providing, and Organization has no right, title, interest, or license in any of Hotel, or its parents, affiliates, or subsidiary’s intellectual property (“Hotel IP”) and shall not use, record, or otherwise display such as part of the Materials without Hotel’s prior written consent. Organization understands and agrees that Sands Expo & Convention Center, Inc. d/b/a Sands Expo and Convention Center (“SECC”) has designated Hotel as its agent of record and has expressly authorized Hotel to act on its behalf for the sole and exclusive purpose of booking meeting rooms 101-3 & 201-3 (6 Rooms), which is meeting space located in SECC. Hotel will provide the Authorized Area pursuant to this Agreement and The Meeting Planner Toolkit which may be modified in writing from time to time (“Convention Policies” and available at http://www.venetian.com/meeting-pro-toolkit or http://www.palazzo.com/meeting-pro-toolkit).
Comment [LW1]: OK, as this is short term and no changes likely will be made.
Organization: __________ Page 3 of 8 Hotel: ___________ Contract Generated: June 20, 2014
Organization will provide a written final Plan of Usage and Program Schedule prior to arrival and unused space will revert back to Hotel’s inventory. Additional space or changes in the Plan of Usage may be subject to availability and additional charges. Organization shall abide by the terms and conditions for payment of services rendered and policies set forth by The Meeting Planner Toolkit. Organization’s reduction in Suite Block and/or Food & Beverage commitment may result in Hotel’s corresponding reduction of space or be subject to additional space rental fees. Hotel agrees to provide tables, chairs, and water dispensers for Organization’s Event in the Authorized Area based on Hotel’s available inventory. LIVE ENTERTAINMENT
In the event Organization is furnishing live entertainment, such entertainment will be for private functions attended by members of Organization or Event attendees and Organization will not sell tickets, charge admission or cover, nor charge or collect a fee of any kind for the purpose of having access to the Authorized Area where live entertainment is provided. Should Organization elect to have live entertainment at the Event, as that term is defined under Nevada Revised Statutes Chapter 368A (“NRS 368A”), where tickets will be sold, or admission or cover charges, or a fee of any kind will be charged, Organization will: (i) notify Hotel of the proposed live entertainment; (ii) execute a written addendum to this Agreement that sets forth the applicable live entertainment tax (“LET”) requirements; (iii) comply with, and assume all liability for all applicable tax and permitting requirements; and (iv) provide Hotel with all information reasonably required for Hotel to file the LET return.
GAMING COMPLIANCE
Prior to the Event, Organization will notify Hotel in writing of any proposed gaming related event to be held in the Authorized Area (including, but not limited to gaming lessons and free gaming events as defined under Nevada Revised Statutes Chapter 463.0152 and 463.0153). Notification shall include a detailed and comprehensive description of the proposed gaming event, including event name, date, location, number of attendees, game rules, buy-ins, entry fees, prizes, vendor information, or any other similar information requested by Hotel. Upon Hotel’s review and approval (not to be unreasonably withheld), Hotel will request any required approvals from the Nevada Gaming Control Board (“NGCB”) pursuant to Nevada Revised Statutes Chapter 463.409, 463.169 and Nevada Gaming Commission Regulations 14.020 and 14.210. Permission to hold a gaming event will be contingent upon Hotel and NGCB approval, and Hotel cannot predict or guarantee the timing of NGCB approvals, if any. 6. INSURANCE AND CONTRACTOR LICENSES.
Organization, its exhibitors and any third party outside authorized contractors (including, if applicable, Guard Services as defined below) that Organization hires, if any (collectively the “Insured Parties”) each shall obtain and maintain during the Event Dates insurance coverage and provide Hotel with a Certificate of Insurance and applicable Additional Insured Endorsements prior to use of the premises as follows: (a) Worker’s Compensation Insurance as required by local or state law; evidence of this coverage may be supplied by Organization's payroll services company; (b) Employers' Liability Insurance in minimum limits of $1,000,000 per occurrence or accident; evidence of this coverage may be supplied by Organization's payroll services company; (c) Commercial General and Excess/Umbrella Liability Insurance (including blanket contractual liability and personal injury coverage) with minimum combined limits of at least $2,000,000 in any one occurrence; (d) Commercial Automobile and Excess/Umbrella Liability Insurance for any owned, non-owned, and hired vehicles to be used in and out of the facilities with minimum combined limits of $2,000,000 in any one accident; and (e) Personal Property Insurance on all personal property in the care, control or custody of an Insured Party, including coverage for all risks (including theft). Required liability insurance shall be primary in accordance with the indemnity provisions herein regardless of any coverage maintained by Hotel for any qualifying incident arising hereunder and shall be issued by companies authorized to do business in the State of Nevada. Insurance policies in (c) and (d) shall name the following as Additional Insureds as their interests may appear: Venetian Casino Resort, LLC (“VCR”) Sands Expo & Convention Center, Inc. (“SECC”), Grand Canal Shops II, ("GCS") and The Shoppes at the Palazzo, LLC ("SATP") and each of their parents, subsidiaries and affiliates, and each of their officers, directors, and agents in respects to the conduct of the named insured in or about the property of VCR, SECC, GCS and SATP. An Insured Party’s failure to provide a Certificate of Insurance will result in Hotel’s refusal to permit that Insured Party on Hotel’s property for purposes of Organization’s Event. With the exception of (a), all liability insurance required to be provided shall include a waiver of subrogation in favor of the Additional Insureds and be primary and noncontributory in
Comment [LW2]: I have accepted the 60 days prior deletion, but if there is any chance or thought there will be gaming, we need to discuss now – please let me know.
Organization: __________ Page 4 of 8 Hotel: ___________ Contract Generated: June 20, 2014
accordance with the indemnity provisions herein. Hotel shall obtain and maintain, with the same limits as required above: (f) Worker’s Compensation Insurance in accordance with local and state or local law covering Hotel’s employees; (g) Commercial General Liability Insurance, including premises, operations, and contractual liability coverage; and (h) Commercial Automobile Liability Insurance, but shall not be required to include Organization as an additional insured on any insurance policy, and upon prior reasonable request will provide evidence of such coverage.
As respects the outside authorized contractors, all outside authorized contractors doing business in Nevada must obtain and maintain a valid Nevada State Business License as required by Nevada Revised Statutes Chapter (“NRS.360.780”). 7. SUBLETTING/USE BY OTHERS. With Hotel’s prior express written permission, not to be unreasonably withheld, Organization may directly or indirectly, sublet, sublease, sublicense, re-sell, assign or grant any interest in or permission to use any meeting and/or function space identified in Organization’s Plan of Usage. Hotel may sell space and/or charge rental fees for Authorized Area utilized by Organization’s suppliers, sponsors, partners, subsidiaries, related entities, allied and affiliated groups or any entity other than Organization that conducts meetings or holds a function in conjunction with Organization's Event without Hotel’s express written permission and Hotel shall be entitled to all revenues received by Organization as additional rental fees for any such activity without Hotel’s prior written consent. 8. INTENTIONALLY OMITTED.
9. INTENTIONALLY OMITTED. 10. EVENTS OF DEFAULT.
In the event of a material default or breach of this Agreement by either Party, the non-defaulting Party shall provide written notice to the other specifying the type and nature of the default. If the defaulting Party is unable to cure such failure within a reasonable time after notice is provided, wherein a reasonable time to cure shall be based on such factors as the type and nature of the breach and the defaulting Party taking immediate and continuing action to remedy such default, the non-defaulting Party may then terminate this Agreement for default by giving written notice to the other. Additionally, either Party retains the right to terminate this Agreement for default immediately should the other Party fail to comply with applicable local, state and federal statutes governing performance hereunder, or fails to comply with statutes involving health or safety. Notwithstanding the above, either Party’s failure to pay any sum hereunder by the date due shall be considered a default, subject to a five (5) business day cure period after the date payment was otherwise due, at which time all sums under the Agreement shall then become due and payable. 11. SALE OF MERCHANDISE. Hotel shall have the sole right to operate or have operated on its behalf all commercial enterprises, including concessions, bars and catering operations, and to sell or otherwise provide flowers, food, refreshments, beverages, cigars, cigarettes, sundries, candies and periodicals, and to grant concessions to designated airlines, auto rentals, delivery services, shoe shine services and all others. 12. ADVERTISEMENTS AND COMMUNICATIONS. Organization agrees not to post or exhibit or allow to be posted or exhibited, signs, advertisements, show-bills, lithographs, posters, cards or signage of any description in any area of the Authorized Area or any other part of Hotel’s facilities except with the prior written approval of Hotel.
PROMOTIONAL OFFERS In an effort to ensure Organization is aware of all Hotel opportunities, Organization authorizes Hotel to share
Organization’s group information (Event Dates, Name, Contact Information, Arrival and Departure Pattern, etc.) with Hotel’s partnerships, affiliates and select suppliers for the sole purpose of Organization and its attendees receiving communications for current promotions, special offers and services or group discounts offered by entertainment, casino, local leisure and, restaurant and shop venues (including leased outlets) (collectively the “Promotional Offers”).
Organization: __________ Page 5 of 8 Hotel: ___________ Contract Generated: June 20, 2014
Organization may at any time discontinue receiving Promotional Offers by providing written Notice to Hotel. If Organization DECLINES on behalf of itself and its attendees to receive Promotional Offers please INITIAL HERE _______ and Hotel will not provide such. 13. SECURITY OF FACILITIES.
Hotel shall not be responsible for property brought into the Authorized Area by Organization or Organization’s guests or attendees (“Organization Property”), nor shall Hotel be obligated to watch, guard or protect Organization Property, nor be liable for any failure to do so by any guard, watchman or protection service (“Guard Service”) employed by Hotel or Organization, except if due to the negligence or willful misconduct of Hotel. Subject to Hotel’s prior written approval, Organization shall determine and provide at its expense the minimum Guard Service necessary to preserve order and protect persons and property for the Event. Guard Services must be licensed in Nevada, are restricted to designated Authorized Areas (at no time shall any Guard Services be allowed in or remain in any part of Hotel’s facilities which are designated solely for Hotel’s employees), and no weapons of any type are permitted without Hotel’s prior written authorization. Notwithstanding the above, Hotel may require Organization to provide Guard Services as set forth above. Additional terms and conditions related to Security of Facilities and this Section 13 may be found in Attachment B.
Hotel may issue and enforce such rules, regulations and directives as Hotel may deem necessary for the safe, orderly and commercially sound operation of its facilities and may enter the Authorized Area for the purpose of inspection; maintenance and repair; abating waste, nuisances or violations of law or Hotel’s rules and regulations; preparing food or readying other concessions; and ejecting objectionable person or persons therefrom. Organization agrees that it will not allow any person in or about the facilities who shall, upon reasonable, non-discriminatory grounds, be objected to by Hotel, and such person's right to use the facilities and the Authorized Area may be revoked by Hotel. 14. INTENTIONALLY OMITTED. 15. INDEMNIFICATION AND HOLD HARMLESS.
Except if due to the negligence or willful misconduct of the Indemnities, Organization agrees to defend, indemnify and hold Hotel, and its parent, subsidiaries and affiliated companies, and each of their respective principals, officers, directors, employees, agents and assigns (the "Indemnities") harmless from and against any and all claims arising out of or in connection with Organization’s performance hereunder, its use of the facilities, and contractual arrangements with any third party including any promissory estoppel, prospective economic advantage, and/or related claim.
16. COMPLIANCE WITH LAWS; LICENSES; AND INTERNAL CONTROLS. Each Party and those third parties providing services hereunder shall comply with all laws of the United States and the State of Nevada, all statutes, ordinances, including but not limited to, American with Disabilities Act and the Hotel and Motel Fire Safety Act of 1990 where applicable, and regulations of Clark County Nevada, all applicable rules and regulations of the local Police and Fire Departments, and all Hotel's internal controls related to Hotel's compliance with Nevada Gaming Control Board requirements (the “Governmental Regulations”) during the term of this Agreement. Organization shall obtain all permits and licenses as necessary for their respective obligations throughout the duration of the Event. Organization shall submit a written list of companies providing services for the Event to Hotel for Hotel’s approval (“Service Providers”), and Organization shall be responsible for ensuring that all Service Providers, exhibitors and authorized contractors (if any) are properly licensed and insured prior to entering Hotel’s premises. Upon notice or knowledge of noncompliance with any Governmental Regulation, the affected Party will timely correct or cause to be corrected such noncompliance. 17. IMPOSSIBILITY. In the event that either Party’s obligations under this Agreement are rendered impossible or illegal by a force beyond that Party’s reasonable control (“Impossibility”), that Party shall not be liable for such delay or inability to perform, and such performance shall not be excused, but shall be reasonably delayed until such time as the Impossibility is removed. In such event, the Parties agree to work together in good faith to reschedule the Event at a mutually agreeable time. If, however, a force beyond either Party’s reasonable control renders impossible the rescheduling of the Event within twenty-four (24) months from the dates of performance set forth herein, said performance shall be excused. Except for Impossibility as provided herein, the doctrines of force majeure, supervening frustration, temporary frustration, supervening impracticability,
Organization: __________ Page 6 of 8 Hotel: ___________ Contract Generated: June 20, 2014
temporary impracticability, commercial impracticability, frustration of purpose or similar legal theories or defenses are expressly waived and shall have no application to this Agreement, its performance or non-performance. 18. RENOVATIONS. As of the Effective Date, Hotel has no plans for renovation of the Authorized Area to be utilized by Organization during the Event Dates (other than ordinary maintenance). If Hotel becomes aware of renovation to Organization’s Authorized Area (other than ordinary maintenance) over the Event Dates, Hotel will advise Organization in writing within a reasonable amount of time thereafter, and include information regarding the planned scope of project, project schedule, and Hotel’s plan for minimizing project impact on the Authorized Area. Hotel’s renovations during Event Dates shall not constitute breach of this Agreement, and the Parties agree to negotiate in good faith to resolve any concerns as a result of such renovations and to enter into amendments of this Agreement as may be necessary to reasonably accommodate both Parties’ interest. 19. TRADEMARKS AND SERVICE MARKS. Neither Party shall use any trademark, logo, trade name, trade device, symbol or service mark owned or registered by or to the other Party, its parent company, subsidiaries, affiliates or related entities without the other Party’s prior written consent. 20. NOTICES. All legal notices required pursuant to this Agreement shall be in writing, unless an emergency dictates otherwise. Any required notice shall be deemed to have been given when (i) received by the Party to whom it is directed by hand delivery or personal service; (ii) transmitted by facsimile with confirmation of transmission; or (iii) sent by U.S. mail or other nationally recognized carrier, via certified mail-return receipt requested to the Parties at the addresses first set forth above, WITH COPY FOR HOTEL TO – Venetian Casino Resort, LLC, Attn. VP & General Counsel, 3355 Las Vegas Boulevard South, Las Vegas, Nevada, 89109 – Ph. (702) 607-3550 / Fax (702) 414-4421. The Parties shall provide written notification of any change in the information stated above. 21. CONTROLLING LAW AND DISPUTE RESOLUTION. The laws of the State of Nevada shall govern the construction and interpretation of this Agreement, regardless of conflict of law principles. Any dispute arising from or related to this Agreement may, at Hotel’s option, be resolved by binding arbitration using a single arbitrator. If selected by Hotel, the arbitration shall be conducted by either JAMS or The American Arbitration Association in Clark County, Nevada and pre and post judgment interest shall be added to any award. The laws of Nevada will be governing law and any award will be enforceable in state or federal court. The Parties hereby waive the right to any jury trial in any action, proceeding or claim of any kind or nature relating to the Parties. 22. GENERAL TERMS.
(a) THIRD PERSON LIABILITY AND INTERESTS. This Agreement is entered into for the sole and exclusive benefit of the Parties. It is not intended to benefit any person who is not a signatory to this Agreement, or create any rights, powers, or interest in any third person.
(b) WAIVER. No term or remedy of this Agreement may be waived except in writing signed by the Party charged with the waiver. Any waiver by any Party or the breach of any provision contained in this Agreement in any one or more instances shall not be deemed to be a waiver of any other breach of the same provision or any other provision contained herein.
(c) CONSENT. Unless specifically stated otherwise, in the event that either Party’s consent is required hereunder for any reason, it will not be unreasonably withheld.
(d) BINDING EFFECT, ASSIGNABILITY. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns, provided that this Agreement or any rights hereunder may not be assigned by Organization without the express prior written consent of Hotel, which consent may be given or withheld at Hotel’s sole discretion. This Agreement will not be binding upon Hotel until it is approved and countersigned by an authorized representative of Hotel.
(e) TIME OF THE ESSENCE. Time shall be deemed to be of the essence with respect to all dates, deadlines and time periods set forth herein.
Organization: __________ Page 7 of 8 Hotel: ___________ Contract Generated: June 20, 2014
(f) LICENSE NOT A LEASE. Notwithstanding anything to the contrary contained herein, the Parties expressly agree that this Agreement is a limited license and not a lease or conveyance.
(g) SECTION HEADINGS. The section headings appearing in this Agreement are inserted for the purpose of convenience and ready reference and do not purport to define, limit, or extend the scope or intent of the language of the sections to which they pertain.
(h) SEVERABILITY. If any portion of this Agreement is declared by any trier of fact to be invalid, the validity of the remaining portions will not be affected.
(i) SURVIVAL OF OBLIGATIONS. Any provisions of this Agreement that by their nature extend beyond termination shall survive such termination.
(j) MODIFICATION AND AMENDMENT. This Agreement shall not be modified or amended except by the express written agreement of the Parties, signed by a duly authorized representative for each Party. Any other attempt to modify or amend this Agreement shall be null and void, and may not be relied upon by either Party.
23. EXECUTION AND AMENDMENTS. The accommodations and facilities outlined in this Agreement are being held on a tentative basis until the Decision Due Date outlined above. If this Agreement has not been signed by Organization and returned without changes by the Decision Due Date with advance deposits (if applicable), the accommodations and facilities, may, at Hotel’s option, be released for general resale. Hotel may require ancillary terms under this Agreement such as contained in its Policies and Procedures and Banquet Event Orders, and such terms to the extent not inconsistent with the provisions of this Agreement shall be binding upon Organization.
If executing by electronic signature, Organization acknowledges its electronic signature which appears on the bottom
of each page where Organization is to initial and which appears in the signature block constitutes an electronic signature of the terms and conditions under the Electronic Signatures in the Global and National Commerce Act and, as such, this Agreement is afforded full legal effect, validity and enforceability as though it were Organization’s original initials and signature.
The individuals whose signatures appear below represent and warrant that they have the requisite authority to enter
into this Agreement on behalf of their respective Parties and that entering into this Agreement will not result in a conflict with any other contractual obligation currently held and/or owed by the Party whom they represent. If Organization is in agreement with the terms of this Agreement and there are no further changes, please sign below and return by the Decision Due Date. Space will be confirmed on a definite basis after receipt of an executed Agreement and will only be binding upon Hotel once countersigned by an authorized representative of Hotel.
Hotel and Organization have caused this Agreement to be executed by persons duly authorized, as of the Effective
VENETIAN CASINO RESORT, LLC By: _______________________________ Name: Neil Miller Title: Executive Director of Entertainment Date: ______________________________
Formatted: Not Highlight
Organization: __________ Page 8 of 8 Hotel: ___________ Contract Generated: June 20, 2014
Attachment A
Room Function Start Date
Start Time End Date
End Time Agreed Rental
Sands Expo Room 101-3 & 201-3 (6 Rooms)
Hold 6/21/14 12:01 AM 6/22/14 11:59 PM - -
3001AB-3 & 3101AB-3 (8 Rooms) Hold 6/21/14 12:01 AM 6/22/14 11:59 PM - -
Room 3502 Hold 6/23/14 12:01 AM 6/23/14 11:59 PM 25 -
From: Speak, Maggie Sent: Thursday, June 19, 2014 3:47 PM To: Kiefer, Sarah; Schmidt, Rocky; Allen, Louise; Sofia, Bob Subject: FW: SJ Agreement V3 Importance: High Here is the revised agreement, I am going over it now Please let me know if alright. As you can see below they would like me to send the COI along with the signed agreement M
From: Diefenderfer, Patricia [mailto:[email protected]] Sent: Thursday, June 19, 2014 3:34 PM To: Speak, Maggie Cc: Zimmardo, Joe; Wheeler, Lawrence; Zipperstein, Emily Subject: SJ Agreement V3 Importance: High Hi Maggie, we’re on round 3, if all looks good to you and your team, would you kindly sign, scan, and email me the agreement with your signature and a copy of the COI. I’ll then do the same with regard to sending you the agreement with Neil’s signature. Please don’t hesitate to call with any questions. Thanks again, Patty Kind Regards,
Patricia Diefenderfer Theatre Operations Manager Entertainment The Venetian | The Palazzo p: (702) 414‐4139 | c: (702) 538.5000 | f:(702) 414.4193 [email protected] 3355 Las Vegas Blvd South Las Vegas, NV 89109
Organization: __________ Page 1 of 8 Hotel: ___________ Contract Generated: June 20, 2014
AGREEMENT
EVENT: Sports Jeopardy! Contestant Tryouts EVENT DATES: June 21 - June 23, 2014
This Agreement (“Agreement”) is made and entered into as of the last date signed below (the “Effective Date”) by and between Venetian Casino Resort, LLC, a Nevada Limited Liability Company, located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada, 89109, owner and operator of The Venetian Resort Hotel Casino (“Venetian”)1 and The Palazzo Resort Hotel Casino (“Palazzo” and with Venetian collectively the “Hotel”) and MESQUITE PRODUCTIONS, INC., a California corporation (“Organization"). Organization and Hotel may hereafter be referred to individually as the “Party” and collectively as the “Parties.”
DECISION DUE DATE: 6/19/14 ATTACHMENTS. This Agreement references the following attachments which are incorporated herein by reference. In the event of a direct conflict between this Agreement and any of the following, the order of precedence will be first this Agreement, then in the following order:
1. Attachment A – Program Schedule - §5; and 2. Attachment B - The Meeting Planner Toolkit, as applicable for the services provided hereunder,
(http://www.venetian.com/meeting-pro-toolkit or http://www.palazzo.com/meeting-pro-toolkit) - §5 and §13. 1. Payment Policy.
All payments must be paid directly to: Venetian Casino Resort, Attn. Accounting Department c/o Accounts Receivable, 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Hotel shall not be required to complete, nor shall Hotel enter into any additional agreements (including without limitation third-party payment processing agreements), as a condition of Organization’s payment hereunder. Authorized major credit cards may be used, including MasterCard, Visa, Diner’s Club, American Express and Discover Card. 1 The “Venetian” includes what is known as The Venezia Tower.
The Organization's Corporate Office: MESQUITE PRODUCTIONS, INC. The Organization's Corporate Office Address: 10202 West Washington Blvd
Culver City, CA 90232
Organization Contact: Maggie Speaks Producer MESQUITE PRODUCTIONS, INC. 10202 West Washington Blvd Culver City, CA 90232 FAX: N/A (use email) E-mail: [email protected]
Organization: __________ Page 2 of 8 Hotel: ___________ Contract Generated: June 20, 2014
2. METHOD OF PAYMENT. Organization will be responsible for all Master Account charges in meeting and function space, food and beverage functions as well as Attrition charges and all other charges made by those authorized in writing by Organization to incur charges on behalf of Organization. In the event Organization fails to provide a list of authorized signatories prior to the first Event Date, Hotel will rely on apparent authority. 3. BILLING ARRANGEMENTS AND DISPUTED BILLING. Terms are 100% prepayment and all charges must be fully prepaid no later than prior to Organization’s first date of arrival. Organization’s designated contact may review all master account charges daily during the Event and at the conclusion of Event prior to departure (“Master Account”). Payment of undisputed charges are due within thirty (30) days from the date of invoice and shall bear interest at the rate of eighteen percent (18%) per annum calculated thirty (30) days from the date of invoice. Organization shall provide Hotel written notice of any disputed charge within twenty-one (21) days from date of invoice. In the event of any dispute, the Parties will reasonably work together to resolve all disputes in a timely manner, and once resolved Organization will pay all remaining undisputed charges within fourteen (14) days thereafter. In the event the dispute is unable to be resolved by the Parties, disputes will be subject to Controlling Law and Dispute Resolution as set forth below. Organization shall be liable for expenses incurred by Hotel in conjunction with its efforts to collect any amount due and unpaid under this Agreement, whether or not litigation is commenced or concluded, including, without limitation, Cancellation Fees, Master Account charges, Attrition Fees, collection agency fees, reasonable outside attorneys’ fees, related expenses and court costs except where disputed payments are resolved in Organization’s favor. 4. HEADQUARTERS. Organization will designate and promote The Venetian Resort Hotel Casino and/or The Palazzo Resort Hotel Casino as the "Headquarters Hotel" location for Organization's Event. Organization shall hold all food and beverage events at Hotel, exclusively utilize Hotel’s food and beverage services for all such events (excluding Hotel’s leased outlets), and assist Hotel in its solicitation of Organization's exhibitors and/or invitees for their food, beverage, function and hospitality business. 5. MEETING AND FUNCTION SPACE. Hotel has reserved meeting/function space (“Authorized Area”) as set forth in the attached Program Schedule (“Attachment A”) based on Hotel’s understanding of Organization’s current attendees and requirements. Hotel may make reasonable substitutions to comparable space based on Organization’s requirements or number of attendees at time of substitution. In the event of a change, Organization will be advised and an alternative will be provided. Hotel acknowledges and agrees that Organization will be conducting the Event for its made for new media program Sports Jeopardy! (the “Program”). Hotel further acknowledges and agrees that Organization has the right to film, tape and otherwise record the Event, that all materials filmed, taped and/or otherwise recorded (the “Materials”) are the sole property of Organization, and that Organization has the unlimited right to exploit the Materials worldwide in all media, now known or hereafter devised, in perpetuity, in connection with the Program or otherwise. Notwithstanding the preceding, Organization understands and agrees that Hotel is not providing, and Organization has no right, title, interest, or license in any of Hotel, or its parents, affiliates, or subsidiary’s intellectual property (“Hotel IP”) and shall not use, record, or otherwise display such as part of the Materials without Hotel’s prior written consent. Organization understands and agrees that Sands Expo & Convention Center, Inc. d/b/a Sands Expo and Convention Center (“SECC”) has designated Hotel as its agent of record and has expressly authorized Hotel to act on its behalf for the sole and exclusive purpose of booking meeting rooms 101-3 & 201-3 (6 Rooms), which is meeting space located in SECC. Hotel will provide the Authorized Area pursuant to this Agreement and The Meeting Planner Toolkit which may be modified in writing from time to time (“Convention Policies” and available at http://www.venetian.com/meeting-pro-toolkit or http://www.palazzo.com/meeting-pro-toolkit).
Organization: __________ Page 3 of 8 Hotel: ___________ Contract Generated: June 20, 2014
Organization will provide a written final Plan of Usage and Program Schedule prior to arrival and unused space will revert back to Hotel’s inventory. Additional space or changes in the Plan of Usage may be subject to availability and additional charges. Organization shall abide by the terms and conditions for payment of services rendered and policies set forth by The Meeting Planner Toolkit. Organization’s reduction in Suite Block and/or Food & Beverage commitment may result in Hotel’s corresponding reduction of space or be subject to additional space rental fees. Hotel agrees to provide tables, chairs, and water dispensers for Organization’s Event in the Authorized Area based on Hotel’s available inventory. LIVE ENTERTAINMENT
In the event Organization is furnishing live entertainment, such entertainment will be for private functions attended by members of Organization or Event attendees and Organization will not sell tickets, charge admission or cover, nor charge or collect a fee of any kind for the purpose of having access to the Authorized Area where live entertainment is provided. Should Organization elect to have live entertainment at the Event, as that term is defined under Nevada Revised Statutes Chapter 368A (“NRS 368A”), where tickets will be sold, or admission or cover charges, or a fee of any kind will be charged, Organization will: (i) notify Hotel of the proposed live entertainment; (ii) execute a written addendum to this Agreement that sets forth the applicable live entertainment tax (“LET”) requirements; (iii) comply with, and assume all liability for all applicable tax and permitting requirements; and (iv) provide Hotel with all information reasonably required for Hotel to file the LET return.
GAMING COMPLIANCE
Prior to the Event, Organization will notify Hotel in writing of any proposed gaming related event to be held in the Authorized Area (including, but not limited to gaming lessons and free gaming events as defined under Nevada Revised Statutes Chapter 463.0152 and 463.0153). Notification shall include a detailed and comprehensive description of the proposed gaming event, including event name, date, location, number of attendees, game rules, buy-ins, entry fees, prizes, vendor information, or any other similar information requested by Hotel. Upon Hotel’s review and approval (not to be unreasonably withheld), Hotel will request any required approvals from the Nevada Gaming Control Board (“NGCB”) pursuant to Nevada Revised Statutes Chapter 463.409, 463.169 and Nevada Gaming Commission Regulations 14.020 and 14.210. Permission to hold a gaming event will be contingent upon Hotel and NGCB approval, and Hotel cannot predict or guarantee the timing of NGCB approvals, if any. 6. INSURANCE AND CONTRACTOR LICENSES.
Organization, its exhibitors and any third party outside authorized contractors (including, if applicable, Guard Services as defined below) that Organization hires, if any (collectively the “Insured Parties”) each shall obtain and maintain during the Event Dates insurance coverage and provide Hotel with a Certificate of Insurance and applicable Additional Insured Endorsements prior to use of the premises as follows: (a) Worker’s Compensation Insurance as required by local or state law; evidence of this coverage may be supplied by Organization's payroll services company; (b) Employers' Liability Insurance in minimum limits of $1,000,000 per occurrence or accident; evidence of this coverage may be supplied by Organization's payroll services company; (c) Commercial General and Excess/Umbrella Liability Insurance (including blanket contractual liability and personal injury coverage) with minimum combined limits of at least $2,000,000 in any one occurrence; (d) Commercial Automobile and Excess/Umbrella Liability Insurance for any owned, non-owned, and hired vehicles to be used in and out of the facilities with minimum combined limits of $2,000,000 in any one accident; and (e) Personal Property Insurance on all personal property in the care, control or custody of an Insured Party, including coverage for all risks (including theft). Required liability insurance shall be primary in accordance with the indemnity provisions herein regardless of any coverage maintained by Hotel for any qualifying incident arising hereunder and shall be issued by companies authorized to do business in the State of Nevada. Insurance policies in (c) and (d) shall name the following as Additional Insureds as their interests may appear: Venetian Casino Resort, LLC (“VCR”) Sands Expo & Convention Center, Inc. (“SECC”), Grand Canal Shops II, ("GCS") and The Shoppes at the Palazzo, LLC ("SATP") and each of their parents, subsidiaries and affiliates, and each of their officers, directors, and agents in respects to the conduct of the named insured in or about the property of VCR, SECC, GCS and SATP. An Insured Party’s failure to provide a Certificate of Insurance will result in Hotel’s refusal to permit that Insured Party on Hotel’s property for purposes of Organization’s Event. With the exception of (a), all liability insurance required to be provided shall include a waiver of subrogation in favor of the Additional Insureds and be primary and noncontributory in
Organization: __________ Page 4 of 8 Hotel: ___________ Contract Generated: June 20, 2014
accordance with the indemnity provisions herein. Hotel shall obtain and maintain, with the same limits as required above: (f) Worker’s Compensation Insurance in accordance with local and state or local law covering Hotel’s employees; (g) Commercial General Liability Insurance, including premises, operations, and contractual liability coverage; and (h) Commercial Automobile Liability Insurance, but shall not be required to include Organization as an additional insured on any insurance policy, and upon prior reasonable request will provide evidence of such coverage.
As respects the outside authorized contractors, all outside authorized contractors doing business in Nevada must obtain and maintain a valid Nevada State Business License as required by Nevada Revised Statutes Chapter (“NRS.360.780”). 7. SUBLETTING/USE BY OTHERS. With Hotel’s prior express written permission, not to be unreasonably withheld, Organization may directly or indirectly, sublet, sublease, sublicense, re-sell, assign or grant any interest in or permission to use any meeting and/or function space identified in Organization’s Plan of Usage. Hotel may sell space and/or charge rental fees for Authorized Area utilized by Organization’s suppliers, sponsors, partners, subsidiaries, related entities, allied and affiliated groups or any entity other than Organization that conducts meetings or holds a function in conjunction with Organization's Event without Hotel’s express written permission and Hotel shall be entitled to all revenues received by Organization as additional rental fees for any such activity without Hotel’s prior written consent. 8. INTENTIONALLY OMITTED.
9. INTENTIONALLY OMITTED. 10. EVENTS OF DEFAULT.
In the event of a material default or breach of this Agreement by either Party, the non-defaulting Party shall provide written notice to the other specifying the type and nature of the default. If the defaulting Party is unable to cure such failure within a reasonable time after notice is provided, wherein a reasonable time to cure shall be based on such factors as the type and nature of the breach and the defaulting Party taking immediate and continuing action to remedy such default, the non-defaulting Party may then terminate this Agreement for default by giving written notice to the other. Additionally, either Party retains the right to terminate this Agreement for default immediately should the other Party fail to comply with applicable local, state and federal statutes governing performance hereunder, or fails to comply with statutes involving health or safety. Notwithstanding the above, either Party’s failure to pay any sum hereunder by the date due shall be considered a default, subject to a five (5) business day cure period after the date payment was otherwise due, at which time all sums under the Agreement shall then become due and payable. 11. SALE OF MERCHANDISE. Hotel shall have the sole right to operate or have operated on its behalf all commercial enterprises, including concessions, bars and catering operations, and to sell or otherwise provide flowers, food, refreshments, beverages, cigars, cigarettes, sundries, candies and periodicals, and to grant concessions to designated airlines, auto rentals, delivery services, shoe shine services and all others. 12. ADVERTISEMENTS AND COMMUNICATIONS. Organization agrees not to post or exhibit or allow to be posted or exhibited, signs, advertisements, show-bills, lithographs, posters, cards or signage of any description in any area of the Authorized Area or any other part of Hotel’s facilities except with the prior written approval of Hotel.
PROMOTIONAL OFFERS In an effort to ensure Organization is aware of all Hotel opportunities, Organization authorizes Hotel to share
Organization’s group information (Event Dates, Name, Contact Information, Arrival and Departure Pattern, etc.) with Hotel’s partnerships, affiliates and select suppliers for the sole purpose of Organization and its attendees receiving communications for current promotions, special offers and services or group discounts offered by entertainment, casino, local leisure and, restaurant and shop venues (including leased outlets) (collectively the “Promotional Offers”).
Organization: __________ Page 5 of 8 Hotel: ___________ Contract Generated: June 20, 2014
Organization may at any time discontinue receiving Promotional Offers by providing written Notice to Hotel. If Organization DECLINES on behalf of itself and its attendees to receive Promotional Offers please INITIAL HERE _______ and Hotel will not provide such. 13. SECURITY OF FACILITIES.
Hotel shall not be responsible for property brought into the Authorized Area by Organization or Organization’s guests or attendees (“Organization Property”), nor shall Hotel be obligated to watch, guard or protect Organization Property, nor be liable for any failure to do so by any guard, watchman or protection service (“Guard Service”) employed by Hotel or Organization, except if due to the negligence or willful misconduct of Hotel. Subject to Hotel’s prior written approval, Organization shall determine and provide at its expense the minimum Guard Service necessary to preserve order and protect persons and property for the Event. Guard Services must be licensed in Nevada, are restricted to designated Authorized Areas (at no time shall any Guard Services be allowed in or remain in any part of Hotel’s facilities which are designated solely for Hotel’s employees), and no weapons of any type are permitted without Hotel’s prior written authorization. Notwithstanding the above, Hotel may require Organization to provide Guard Services as set forth above. Additional terms and conditions related to Security of Facilities and this Section 13 may be found in Attachment B.
Hotel may issue and enforce such rules, regulations and directives as Hotel may deem necessary for the safe, orderly and commercially sound operation of its facilities and may enter the Authorized Area for the purpose of inspection; maintenance and repair; abating waste, nuisances or violations of law or Hotel’s rules and regulations; preparing food or readying other concessions; and ejecting objectionable person or persons therefrom. Organization agrees that it will not allow any person in or about the facilities who shall, upon reasonable, non-discriminatory grounds, be objected to by Hotel, and such person's right to use the facilities and the Authorized Area may be revoked by Hotel. 14. INTENTIONALLY OMITTED. 15. INDEMNIFICATION AND HOLD HARMLESS.
Except if due to the negligence or willful misconduct of the Indemnities, Organization agrees to defend, indemnify and hold Hotel, and its parent, subsidiaries and affiliated companies, and each of their respective principals, officers, directors, employees, agents and assigns (the "Indemnities") harmless from and against any and all claims arising out of or in connection with Organization’s performance hereunder, its use of the facilities, and contractual arrangements with any third party including any promissory estoppel, prospective economic advantage, and/or related claim.
16. COMPLIANCE WITH LAWS; LICENSES; AND INTERNAL CONTROLS. Each Party and those third parties providing services hereunder shall comply with all laws of the United States and the State of Nevada, all statutes, ordinances, including but not limited to, American with Disabilities Act and the Hotel and Motel Fire Safety Act of 1990 where applicable, and regulations of Clark County Nevada, all applicable rules and regulations of the local Police and Fire Departments, and all Hotel's internal controls related to Hotel's compliance with Nevada Gaming Control Board requirements (the “Governmental Regulations”) during the term of this Agreement. Organization shall obtain all permits and licenses as necessary for their respective obligations throughout the duration of the Event. Organization shall submit a written list of companies providing services for the Event to Hotel for Hotel’s approval (“Service Providers”), and Organization shall be responsible for ensuring that all Service Providers, exhibitors and authorized contractors (if any) are properly licensed and insured prior to entering Hotel’s premises. Upon notice or knowledge of noncompliance with any Governmental Regulation, the affected Party will timely correct or cause to be corrected such noncompliance. 17. IMPOSSIBILITY. In the event that either Party’s obligations under this Agreement are rendered impossible or illegal by a force beyond that Party’s reasonable control (“Impossibility”), that Party shall not be liable for such delay or inability to perform, and such performance shall not be excused, but shall be reasonably delayed until such time as the Impossibility is removed. In such event, the Parties agree to work together in good faith to reschedule the Event at a mutually agreeable time. If, however, a force beyond either Party’s reasonable control renders impossible the rescheduling of the Event within twenty-four (24) months from the dates of performance set forth herein, said performance shall be excused. Except for Impossibility as provided herein, the doctrines of force majeure, supervening frustration, temporary frustration, supervening impracticability,
Organization: __________ Page 6 of 8 Hotel: ___________ Contract Generated: June 20, 2014
temporary impracticability, commercial impracticability, frustration of purpose or similar legal theories or defenses are expressly waived and shall have no application to this Agreement, its performance or non-performance. 18. RENOVATIONS. As of the Effective Date, Hotel has no plans for renovation of the Authorized Area to be utilized by Organization during the Event Dates (other than ordinary maintenance). If Hotel becomes aware of renovation to Organization’s Authorized Area (other than ordinary maintenance) over the Event Dates, Hotel will advise Organization in writing within a reasonable amount of time thereafter, and include information regarding the planned scope of project, project schedule, and Hotel’s plan for minimizing project impact on the Authorized Area. Hotel’s renovations during Event Dates shall not constitute breach of this Agreement, and the Parties agree to negotiate in good faith to resolve any concerns as a result of such renovations and to enter into amendments of this Agreement as may be necessary to reasonably accommodate both Parties’ interest. 19. TRADEMARKS AND SERVICE MARKS. Neither Party shall use any trademark, logo, trade name, trade device, symbol or service mark owned or registered by or to the other Party, its parent company, subsidiaries, affiliates or related entities without the other Party’s prior written consent. 20. NOTICES. All legal notices required pursuant to this Agreement shall be in writing, unless an emergency dictates otherwise. Any required notice shall be deemed to have been given when (i) received by the Party to whom it is directed by hand delivery or personal service; (ii) transmitted by facsimile with confirmation of transmission; or (iii) sent by U.S. mail or other nationally recognized carrier, via certified mail-return receipt requested to the Parties at the addresses first set forth above, WITH COPY FOR HOTEL TO – Venetian Casino Resort, LLC, Attn. VP & General Counsel, 3355 Las Vegas Boulevard South, Las Vegas, Nevada, 89109 – Ph. (702) 607-3550 / Fax (702) 414-4421. The Parties shall provide written notification of any change in the information stated above. 21. CONTROLLING LAW AND DISPUTE RESOLUTION. The laws of the State of Nevada shall govern the construction and interpretation of this Agreement, regardless of conflict of law principles. Any dispute arising from or related to this Agreement may, at Hotel’s option, be resolved by binding arbitration using a single arbitrator. If selected by Hotel, the arbitration shall be conducted by either JAMS or The American Arbitration Association in Clark County, Nevada and pre and post judgment interest shall be added to any award. The laws of Nevada will be governing law and any award will be enforceable in state or federal court. The Parties hereby waive the right to any jury trial in any action, proceeding or claim of any kind or nature relating to the Parties. 22. GENERAL TERMS.
(a) THIRD PERSON LIABILITY AND INTERESTS. This Agreement is entered into for the sole and exclusive benefit of the Parties. It is not intended to benefit any person who is not a signatory to this Agreement, or create any rights, powers, or interest in any third person.
(b) WAIVER. No term or remedy of this Agreement may be waived except in writing signed by the Party charged with the waiver. Any waiver by any Party or the breach of any provision contained in this Agreement in any one or more instances shall not be deemed to be a waiver of any other breach of the same provision or any other provision contained herein.
(c) CONSENT. Unless specifically stated otherwise, in the event that either Party’s consent is required hereunder for any reason, it will not be unreasonably withheld.
(d) BINDING EFFECT, ASSIGNABILITY. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns, provided that this Agreement or any rights hereunder may not be assigned by Organization without the express prior written consent of Hotel, which consent may be given or withheld at Hotel’s sole discretion. This Agreement will not be binding upon Hotel until it is approved and countersigned by an authorized representative of Hotel.
(e) TIME OF THE ESSENCE. Time shall be deemed to be of the essence with respect to all dates, deadlines and time periods set forth herein.
Organization: __________ Page 7 of 8 Hotel: ___________ Contract Generated: June 20, 2014
(f) LICENSE NOT A LEASE. Notwithstanding anything to the contrary contained herein, the Parties expressly agree that this Agreement is a limited license and not a lease or conveyance.
(g) SECTION HEADINGS. The section headings appearing in this Agreement are inserted for the purpose of convenience and ready reference and do not purport to define, limit, or extend the scope or intent of the language of the sections to which they pertain.
(h) SEVERABILITY. If any portion of this Agreement is declared by any trier of fact to be invalid, the validity of the remaining portions will not be affected.
(i) SURVIVAL OF OBLIGATIONS. Any provisions of this Agreement that by their nature extend beyond termination shall survive such termination.
(j) MODIFICATION AND AMENDMENT. This Agreement shall not be modified or amended except by the express written agreement of the Parties, signed by a duly authorized representative for each Party. Any other attempt to modify or amend this Agreement shall be null and void, and may not be relied upon by either Party.
23. EXECUTION AND AMENDMENTS. The accommodations and facilities outlined in this Agreement are being held on a tentative basis until the Decision Due Date outlined above. If this Agreement has not been signed by Organization and returned without changes by the Decision Due Date with advance deposits (if applicable), the accommodations and facilities, may, at Hotel’s option, be released for general resale. Hotel may require ancillary terms under this Agreement such as contained in its Policies and Procedures and Banquet Event Orders, and such terms to the extent not inconsistent with the provisions of this Agreement shall be binding upon Organization.
If executing by electronic signature, Organization acknowledges its electronic signature which appears on the bottom
of each page where Organization is to initial and which appears in the signature block constitutes an electronic signature of the terms and conditions under the Electronic Signatures in the Global and National Commerce Act and, as such, this Agreement is afforded full legal effect, validity and enforceability as though it were Organization’s original initials and signature.
The individuals whose signatures appear below represent and warrant that they have the requisite authority to enter
into this Agreement on behalf of their respective Parties and that entering into this Agreement will not result in a conflict with any other contractual obligation currently held and/or owed by the Party whom they represent. If Organization is in agreement with the terms of this Agreement and there are no further changes, please sign below and return by the Decision Due Date. Space will be confirmed on a definite basis after receipt of an executed Agreement and will only be binding upon Hotel once countersigned by an authorized representative of Hotel.
Hotel and Organization have caused this Agreement to be executed by persons duly authorized, as of the Effective
VENETIAN CASINO RESORT, LLC By: _______________________________ Name: Neil Miller Title: Executive Director of Entertainment Date: ______________________________
Organization: __________ Page 8 of 8 Hotel: ___________ Contract Generated: June 20, 2014
Attachment A Room Function Start
Date Start Time End
Date End Time Agreed Rental
Sands Expo Room 101-3 & 201-3 (6 Rooms)
Hold 6/21/14 12:01 AM 6/22/14 11:59 PM - -
3001AB-3 & 3101AB-3 (8 Rooms) Hold 6/21/14 12:01 AM 6/22/14 11:59 PM - -
Room 3502 Hold 6/23/14 12:01 AM 6/23/14 11:59 PM 25 -
1
Allen, Louise
From: Kiefer, SarahSent: Thursday, June 19, 2014 6:26 PMTo: Speak, Maggie; Allen, Louise; Schmidt, Rocky; Sofia, BobSubject: RE: Overview of Sport Jeopardy! - Link Screen Shot
Thanks, Maggie!
From: Speak, Maggie Sent: Thursday, June 19, 2014 1:57 PM To: Kiefer, Sarah; Allen, Louise; Schmidt, Rocky; Sofia, Bob Subject: FW: Overview of Sport Jeopardy! - Link Screen Shot This is the B attachment, also just spoke with Catering and we will have no food or beverage so no BEO’s
From: Diefenderfer, Patricia [mailto:[email protected]] Sent: Thursday, June 19, 2014 12:06 PM To: Speak, Maggie Cc: Zimmardo, Joe Subject: RE: Overview of Sport Jeopardy! - Link Screen Shot Hi Maggie, it purely informational… I just received you email. Below is what it depicts online. Sorry for the delay as my email isn’t working properly. thanks
Kind Regards,
Patricia Diefenderfer Theatre Operations Manager Entertainment The Venetian | The Palazzo p: (702) 414‐4139 | c: (702) 538.5000 | f:(702) 414.4193 [email protected] 3355 Las Vegas Blvd South Las Vegas, NV 89109
lallen
Highlight
lallen
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From: Speak, Maggie [mailto:[email protected]] Sent: Thursday, June 19, 2014 11:50 AM To: Diefenderfer, Patricia Cc: Zimmardo, Joe Subject: RE: Overview of Sport Jeopardy! Hey Patti, Risk management is working on the Cert. of insurance We need just a bit of clarification for legal. We found Attachment A which shows the meeting space, we cannot access attachment B as you know the link is dead. We need to know if this is just informational information in that link or if there are any obligations we need to be made aware of. Also will we have Banquet Orders? M
From: Diefenderfer, Patricia [mailto:[email protected]] Sent: Thursday, June 19, 2014 11:13 AM To: Speak, Maggie Cc: Zimmardo, Joe Subject: Overview of Sport Jeopardy! Hotel agrees to provide the following at no cost to Organization:
Tables, chairs, and water stations for Organization’s Event in the Authorized Area based on Hotel’s availableinventory;
Audio Visual support provided by Hotel’s onsite providers as offered in Hotel’s customary and standardcourse of business and adhering to Hotel’s standard policies and procedures
Sufficient and reasonable number of ushers to assist in crowd control and audience seating in the AuthorizedArea during the Event (minimum of 1-2 per room setting); and
Three (3) to five (5) standard sleeping suites over Event Dates, based on Hotel’s available inventory and atHotel’s sole discretion. All Hotel accommodations are subject to Hotel’s policies and procedures current attime of occupancy.
Organization shall be responsible for the following:
Guard Services Kind Regards,
Patricia Diefenderfer Theatre Operations Manager Entertainment The Venetian | The Palazzo p: (702) 414‐4139 | c: (702) 538.5000 | f:(702) 414.4193 [email protected]
FYI ... I haven't sent this to production yet as the agreement isn't finalized. If you have to send out the cert after I logoff, here is the correct version as I asked Aaron to make a revision to the original cert he issued/distributed to RM.
Thanks, Louise Allen Risk Management T: (519) 273-3678
From: Kiefer, Sarah Sent: Thursday, June 19, 2014 12:03 PM To: Speak, Maggie; Allen, Louise; Sofia, Bob; Schmidt, Rocky Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Overview of Sport Jeopardy! Hi Maggie, If this is correct, you should send a confirming email indicating our agreement.
From: Speak, Maggie Sent: Thursday, June 19, 2014 11:44 AM To: Allen, Louise; Sofia, Bob; Kiefer, Sarah; Schmidt, Rocky Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: FW: Overview of Sport Jeopardy!
From: Diefenderfer, Patricia [mailto:[email protected]] Sent: Thursday, June 19, 2014 11:13 AM To: Speak, Maggie Cc: Zimmardo, Joe Subject: Overview of Sport Jeopardy! Hotel agrees to provide the following at no cost to Organization:
Tables, chairs, and water stations for Organization’s Event in the Authorized Area based on Hotel’s available inventory;
Audio Visual support provided by Hotel’s onsite providers as offered in Hotel’s customary and standardcourse of business and adhering to Hotel’s standard policies and procedures
Sufficient and reasonable number of ushers to assist in crowd control and audience seating in the Authorized Area during the Event (minimum of 1-2 per room setting); and
Three (3) to five (5) standard sleeping suites over Event Dates, based on Hotel’s available inventory and atHotel’s sole discretion. All Hotel accommodations are subject to Hotel’s policies and procedures current attime of occupancy.
Organization shall be responsible for the following:
Hi Maggie, I added my changes to the draft above. When your contact answers the questions we have about Attachment B and the Policies & Procedures and Banquet Event Orders, the agreement should be adjusted accordingly. Thanks. Best regards, Sarah
From: Allen, Louise Sent: Thursday, June 19, 2014 11:27 AM To: Sofia, Bob; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 Here are the comments from Risk Mgmt. Risk Mgmt will have to issue the cert/endorsement. Please wait for additional comments from Sarah. Please also send us attachments A & B for review and, if applicable, Policies & Procedures and Banquet Event Orders documents referenced in the agreement.
Thanks, Louise Allen Risk Management T: (519) 273-3678
From: Sofia, Bob Sent: Thursday, June 19, 2014 2:23 PM To: Allen, Louise; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 The event is not taped for broadcast, but an historical copy of the contestants audition is made. Bob Sofia Coordinating Producer Technical Supervisor Wheel of Fortune/Jeopardy! (310) 244‐5946, off
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Organization: __________ Page 1 of 8 Hotel: ___________ Contract Generated: June 19, 2014
AGREEMENT
EVENT: Sports Jeopardy! Contestant tryouts EVENT DATES: June 21 - June 23, 2014
This Agreement (“Agreement”) is made and entered into as of the last date signed below (the “Effective Date”) by and between Venetian Casino Resort, LLC, a Nevada Limited Liability Company, located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada, 89109, owner and operator of The Venetian Resort Hotel Casino (“Venetian”)1 and The Palazzo Resort Hotel Casino (“Palazzo” and with Venetian collectively the “Hotel”) and MESQUITE PRODUCTIONS, INC., a California corporation (“Organization"). Organization and Hotel may hereafter be referred to individually as the “Party” and collectively as the “Parties.”
DECISION DUE DATE: 6/19/14 ATTACHMENTS. This Agreement references the following attachments which are incorporated herein by reference. In the event of a direct conflict between this Agreement and any of the following, the order of precedence will be first this Agreement, then in the following order:
1. Attachment A – Program Schedule - §5; and 2. Attachment B - The Meeting Planner Toolkit, as applicable for the services provided hereunder,
(http://www.venetian.com/meeting-pro-toolkit or http://www.palazzo.com/meeting-pro-toolkit) - §5 and §13. 1. Payment Policy.
All payments must be paid directly to: Venetian Casino Resort, Attn. Accounting Department c/o Accounts Receivable, 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Hotel shall not be required to complete, nor shall Hotel enter into any additional agreements (including without limitation third-party payment processing agreements), as a condition of Organization’s payment hereunder. Authorized major credit cards may be used, including MasterCard, Visa, Diner’s Club, American Express and Discover Card. 1 The “Venetian” includes what is known as The Venezia Tower.
The Organization's Corporate Office: MESQUITE PRODUCTIONS, INC. The Organization's Corporate Office Address: 10202 West Washington Blvd
Culver City, CA 90232
Organization Contact: Maggie Speaks Producer MESQUITE PRODUCTIONS, INC. 10202 West Washington Blvd Culver City, CA 90232 FAX: N/A (use email) E-mail: [email protected]
Organization: __________ Page 2 of 8 Hotel: ___________ Contract Generated: June 19, 2014
2. METHOD OF PAYMENT. Organization will be responsible for all Master Account charges in meeting and function space, food and beverage functions as well as Attrition charges and all other charges made by those authorized in writing by Organization to incur charges on behalf of Organization. In the event Organization fails to provide a list of authorized signatories prior to the first Event Date, Hotel will rely on apparent authority. 3. BILLING ARRANGEMENTS AND DISPUTED BILLING. Terms are 100% prepayment and all charges must be fully prepaid no later than thirty (30) days prior to Organization’s first date of arrival. Organization’s designated contact may review all master account charges daily during the Event and at the conclusion of Event prior to departure (“Master Account”). Payment of undisputed charges are due within thirty (30) days from the date of invoice and shall bear interest at the rate of eighteen percent (18%) per annum calculated thirty (30) days from the date of invoice. Organization shall provide Hotel written notice of any disputed charge within twenty-one (21) days from date of invoice. In the event of any dispute, the Parties will reasonably work together to resolve all disputes in a timely manner, and once resolved Organization will pay all remaining undisputed charges within fourteen (14) days thereafter. In the event the dispute is unable to be resolved by the Parties, disputes will be subject to Controlling Law and Dispute Resolution as set forth below. Organization shall be liable for expenses incurred by Hotel in conjunction with its efforts to collect any amount due and unpaid under this Agreement, whether or not litigation is commenced or concluded, including, without limitation, Cancellation Fees, Master Account charges, Attrition Fees, collection agency fees, reasonable outside attorneys’ fees, related expenses and court costs except where disputed payments are resolved in Organization’s favor. 4. HEADQUARTERS. Organization will designate and promote The Venetian Resort Hotel Casino and/or The Palazzo Resort Hotel Casino as the "Headquarters Hotel" location for Organization's Event. Organization shall hold all food and beverage events at Hotel, exclusively utilize Hotel’s food and beverage services for all such events (excluding Hotel’s leased outlets), and assist Hotel in its solicitation of Organization's exhibitors and/or invitees for their food, beverage, function and hospitality business. 5. MEETING AND FUNCTION SPACE. Hotel has reserved meeting/function space (“Authorized Area”) as set forth in the attached Program Schedule (“Attachment A”) based on Hotel’s understanding of Organization’s current attendees and requirements. Hotel may make reasonable substitutions to comparable space based on Organization’s requirements or number of attendees at time of substitution. In the event of a change, Organization will be advised and an alternative will be provided. Hotel acknowledges and agrees that Organization will be conducting the Event for its made for new media program Sports Jeopardy! (the “Program”). Hotel further acknowledges and agrees that Organization has the right to film, tape and otherwise record the Event, that all materials filmed, taped and/or otherwise recorded (the “Materials”) are the sole property of Organization, and that Organization has the unlimited right to exploit the Materials worldwide in all media, now known or hereafter devised, in perpetuity, in connection with the Program or otherwise. Organization understands and agrees that Sands Expo & Convention Center, Inc. d/b/a Sands Expo and Convention Center (“SECC”) has designated Hotel as its agent of record and has expressly authorized Hotel to act on its behalf for the sole and exclusive purpose of booking meeting rooms 101-3 & 201-3 (6 Rooms), which is meeting space located in SECC. Hotel will provide the Authorized Area pursuant to this Agreement and The Meeting Planner Toolkit which may be modified in writing from time to time (“Convention Policies” and available at http://www.venetian.com/meeting-pro-toolkit or http://www.palazzo.com/meeting-pro-toolkit).
Organization will provide a written final Plan of Usage and Program Schedule at least sixty (60) days prior to arrival and unused space will revert back to Hotel’s inventory. Additional space or changes in the Plan of Usage may be subject to availability and additional charges. Organization shall abide by the terms and conditions for payment of services rendered and policies set forth by The Meeting Planner Toolkit.
Organization: __________ Page 3 of 8 Hotel: ___________ Contract Generated: June 19, 2014
Organization’s reduction in Suite Block and/or Food & Beverage commitment may result in Hotel’s corresponding reduction of space or be subject to additional space rental fees. Hotel agrees to provide tables, chairs, and water dispensers for Organization’s Event in the Authorized Area based on Hotel’s available inventory. LIVE ENTERTAINMENT
In the event Organization is furnishing live entertainment, such entertainment will be for private functions attended by members of Organization or Event attendees and Organization will not sell tickets, charge admission or cover, nor charge or collect a fee of any kind for the purpose of having access to the Authorized Area where live entertainment is provided. Should Organization elect to have live entertainment at the Event, as that term is defined under Nevada Revised Statutes Chapter 368A (“NRS 368A”), where tickets will be sold, or admission or cover charges, or a fee of any kind will be charged, Organization will: (i) notify Hotel of the proposed live entertainment; (ii) execute a written addendum to this Agreement that sets forth the applicable live entertainment tax (“LET”) requirements; (iii) comply with, and assume all liability for all applicable tax and permitting requirements; and (iv) provide Hotel with all information reasonably required for Hotel to file the LET return.
GAMING COMPLIANCE
At least sixty (60) days pPrior to the Event, Organization will notify Hotel in writing of any proposed gaming related event to be held in the Authorized Area (including, but not limited to gaming lessons and free gaming events as defined under Nevada Revised Statutes Chapter 463.0152 and 463.0153). Notification shall include a detailed and comprehensive description of the proposed gaming event, including event name, date, location, number of attendees, game rules, buy-ins, entry fees, prizes, vendor information, or any other similar information requested by Hotel. Upon Hotel’s review and approval (not to be unreasonably withheld), Hotel will request any required approvals from the Nevada Gaming Control Board (“NGCB”) pursuant to Nevada Revised Statutes Chapter 463.409, 463.169 and Nevada Gaming Commission Regulations 14.020 and 14.210. Permission to hold a gaming event will be contingent upon Hotel and NGCB approval, and Hotel cannot predict or guarantee the timing of NGCB approvals, if any. 6. INSURANCE AND CONTRACTOR LICENSES.
Organization, its exhibitors and any third party outside authorized contractors (including, if applicable, Guard Services as defined below) that Organization hires, if any (collectively the “Insured Parties”) each shall obtain and maintain during the Event Dates insurance coverage and provide Hotel with a Certificate of Insurance and applicable Additional Insured Endorsements at least thirty (30) days prior to use of the premises as follows: (a) Worker’s Compensation Insurance as required by local or state law; evidence of this coverage may be supplied by Organization's payroll services company; (b) Employers' Liability Insurance in minimum limits of $1,000,000 per occurrence or accident; evidence of this coverage may be supplied by Organization's payroll services company; (c) Commercial General and Excess/Umbrella Liability Insurance (including blanket contractual liability and personal injury coverage) with minimum combined limits of at least $2,000,000 in any one occurrence; (d) Commercial Automobile and Excess/Umbrella Liability Insurance for any owned, non-owned, and hired vehicles to be used in and out of the facilities with minimum combined limits of $2,000,000 in any one accident; and (e) Personal Property Insurance on all personal property in the care, control or custody of an Insured Party, including coverage for all risks (including theft). Required liability insurance shall be primary in accordance with the indemnity provisions herein regardless of any coverage maintained by Hotel for any qualifying incident arising hereunder and shall be issued by companies authorized to do business in the State of Nevada. Insurance policies in (b), (c) and (d) shall name the following as Additional Insureds as their interests may appear: Venetian Casino Resort, LLC (“VCR”) Sands Expo & Convention Center, Inc. (“SECC”), Grand Canal Shops II, ("GCS") and The Shoppes at the Palazzo, LLC ("SATP") and each of their parents, subsidiaries and affiliates, and each of their officers, directors, and agents in respects to the conduct of the named insured in or about the property of VCR, SECC, GCS and SATP. An Insured Party’s failure to provide a Certificate of Insurance will result in Hotel’s refusal to permit that Insured Party on Hotel’s property for purposes of Organization’s Event. With the exception of (a), all liability insurance required to be provided shall include a waiver of subrogation in favor of the Additional Insureds and be primary and noncontributory in accordance with the indemnity provisions herein. Hotel shall obtain and maintain, with the same limits as required above: (f) Worker’s Compensation Insurance in accordance with local and state or local law covering Hotel’s employees; (g) Commercial General Liability Insurance, including premises, operations, and contractual liability coverage; and (h) Commercial Automobile Liability Insurance, but shall not be required to include
Organization: __________ Page 4 of 8 Hotel: ___________ Contract Generated: June 19, 2014
Organization as an additional insured on any insurance policy, and upon prior reasonable request will provide evidence of such coverage.
As respects the outside authorized contractors, all outside authorized contractors doing business in Nevada must obtain and maintain a valid Nevada State Business License as required by Nevada Revised Statutes Chapter (“NRS.360.780”). 7. SUBLETTING/USE BY OTHERS. With Hotel’s prior express written permission, not to be unreasonably withheld, Organization may directly or indirectly, sublet, sublease, sublicense, re-sell, assign or grant any interest in or permission to use any meeting and/or function space identified in Organization’s Plan of Usage. Hotel may sell space and/or charge rental fees for Authorized Area utilized by Organization’s suppliers, sponsors, partners, subsidiaries, related entities, allied and affiliated groups or any entity other than Organization that conducts meetings or holds a function in conjunction with Organization's Event without Hotel’s express written permission and Hotel shall be entitled to all revenues received by Organization as additional rental fees for any such activity without Hotel’s prior written consent. 8. INTENTIONALLY OMITTED.
9. INTENTIONALLY OMITTED. 10. EVENTS OF DEFAULT.
In the event of a material default or breach of this Agreement by either Party, the non-defaulting Party shall provide written notice to the other specifying the type and nature of the default. If the defaulting Party is unable to cure such failure within a reasonable time after notice is provided, wherein a reasonable time to cure shall be based on such factors as the type and nature of the breach and the defaulting Party taking immediate and continuing action to remedy such default, the non-defaulting Party may then terminate this Agreement for default by giving written notice to the other. Additionally, either Party retains the right to terminate this Agreement for default immediately should the other Party fail to comply with applicable local, state and federal statutes governing performance hereunder, or fails to comply with statutes involving health or safety. Notwithstanding the above, either Party’s failure to pay any sum hereunder by the date due shall be considered a default, subject to a five (5) business day cure period after the date payment was otherwise due, at which time all sums under the Agreement shall then become due and payable. 11. SALE OF MERCHANDISE. Hotel shall have the sole right to operate or have operated on its behalf all commercial enterprises, including concessions, bars and catering operations, and to sell or otherwise provide flowers, food, refreshments, beverages, cigars, cigarettes, sundries, candies and periodicals, and to grant concessions to designated airlines, auto rentals, delivery services, shoe shine services and all others. 12. ADVERTISEMENTS AND COMMUNICATIONS. Organization agrees not to post or exhibit or allow to be posted or exhibited, signs, advertisements, show-bills, lithographs, posters, cards or signage of any description in any area of the Authorized Area or any other part of Hotel’s facilities except with the prior written approval of Hotel.
PROMOTIONAL OFFERS In an effort to ensure Organization is aware of all Hotel opportunities, Organization authorizes Hotel to share
Organization’s group information (Event Dates, Name, Contact Information, Arrival and Departure Pattern, etc.) with Hotel’s partnerships, affiliates and select suppliers for the sole purpose of Organization and its attendees receiving communications for current promotions, special offers and services or group discounts offered by entertainment, casino, local leisure and, restaurant and shop venues (including leased outlets) (collectively the “Promotional Offers”). Organization may at any time discontinue receiving Promotional Offers by providing written Notice to Hotel. If Organization DECLINES on behalf of itself and its attendees to receive Promotional Offers please INITIAL HERE _______ and Hotel will not provide such.
Organization: __________ Page 5 of 8 Hotel: ___________ Contract Generated: June 19, 2014
13. SECURITY OF FACILITIES.
Hotel shall not be responsible for property brought into the Authorized Area by Organization or Organization’s guests or attendees (“Organization Property”), nor shall Hotel be obligated to watch, guard or protect Organization Property, nor be liable for any failure to do so by any guard, watchman or protection service (“Guard Service”) employed by Hotel or Organization, except if due to the negligence or willful misconduct of Hotel. Subject to Hotel’s prior written approval, Organization shall determine and provide at its expense the minimum Guard Service necessary to preserve order and protect persons and property for the Event. Guard Services must be licensed in Nevada, are restricted to designated Authorized Areas (at no time shall any Guard Services be allowed in or remain in any part of Hotel’s facilities which are designated solely for Hotel’s employees), and no weapons of any type are permitted without Hotel’s prior written authorization. Notwithstanding the above, Hotel may require Organization to provide Guard Services as set forth above. Additional terms and conditions related to Security of Facilities and this Section 13 may be found in Attachment B.
Hotel may issue and enforce such rules, regulations and directives as Hotel may deem necessary for the safe, orderly and commercially sound operation of its facilities and may enter the Authorized Area for the purpose of inspection; maintenance and repair; abating waste, nuisances or violations of law or Hotel’s rules and regulations; preparing food or readying other concessions; and ejecting objectionable person or persons therefrom. Organization agrees that it will not allow any person in or about the facilities who shall, upon reasonable, non-discriminatory grounds, be objected to by Hotel, and such person's right to use the facilities and the Authorized Area may be revoked by Hotel. 14. INTENTIONALLY OMITTED. 15. INDEMNIFICATION AND HOLD HARMLESS.
Except if due to the negligence or willful misconduct of the Indemnities, Organization agrees to defend, indemnify and hold Hotel, and its parent, subsidiaries and affiliated companies, and each of their respective principals, officers, directors, employees, agents and assigns (the "Indemnities") harmless from and against any and all claims arising out of or in connection with Organization’s performance hereunder, its use of the facilities, and contractual arrangements with any third party including any promissory estoppel, prospective economic advantage, and/or related claim.
16. COMPLIANCE WITH LAWS; LICENSES; AND INTERNAL CONTROLS. Each Party and those third parties providing services hereunder shall comply with all laws of the United States and the State of Nevada, all statutes, ordinances, including but not limited to, American with Disabilities Act and the Hotel and Motel Fire Safety Act of 1990 where applicable, and regulations of Clark County Nevada, all applicable rules and regulations of the local Police and Fire Departments, and all Hotel's internal controls related to Hotel's compliance with Nevada Gaming Control Board requirements (the “Governmental Regulations”) during the term of this Agreement. Organization shall obtain all permits and licenses as necessary for their respective obligations throughout the duration of the Event. Organization shall submit a written list of companies providing services for the Event to Hotel for Hotel’s approval (“Service Providers”), and Organization shall be responsible for ensuring that all Service Providers, exhibitors and authorized contractors (if any) are properly licensed and insured prior to entering Hotel’s premises. Upon notice or knowledge of noncompliance with any Governmental Regulation, the affected Party will timely correct or cause to be corrected such noncompliance. 17. IMPOSSIBILITY. In the event that either Party’s obligations under this Agreement are rendered impossible or illegal by a force beyond that Party’s reasonable control (“Impossibility”), that Party shall not be liable for such delay or inability to perform, and such performance shall not be excused, but shall be reasonably delayed until such time as the Impossibility is removed. In such event, the Parties agree to work together in good faith to reschedule the Event at a mutually agreeable time. If, however, a force beyond either Party’s reasonable control renders impossible the rescheduling of the Event within twenty-four (24) months from the dates of performance set forth herein, said performance shall be excused. Except for Impossibility as provided herein, the doctrines of force majeure, supervening frustration, temporary frustration, supervening impracticability, temporary impracticability, commercial impracticability, frustration of purpose or similar legal theories or defenses are expressly waived and shall have no application to this Agreement, its performance or non-performance.
Organization: __________ Page 6 of 8 Hotel: ___________ Contract Generated: June 19, 2014
18. RENOVATIONS. As of the Effective Date, Hotel has no plans for renovation of the Authorized Area to be utilized by Organization during the Event Dates (other than ordinary maintenance). If Hotel becomes aware of renovation to Organization’s Authorized Area (other than ordinary maintenance) over the Event Dates, Hotel will advise Organization in writing within a reasonable amount of time thereafter, and include information regarding the planned scope of project, project schedule, and Hotel’s plan for minimizing project impact on the Authorized Area. Hotel’s renovations during Event Dates shall not constitute breach of this Agreement, and the Parties agree to negotiate in good faith to resolve any concerns as a result of such renovations and to enter into amendments of this Agreement as may be necessary to reasonably accommodate both Parties’ interest. 19. TRADEMARKS AND SERVICE MARKS. Neither Party shall use any trademark, logo, trade name, trade device, symbol or service mark owned or registered by or to the other Party, its parent company, subsidiaries, affiliates or related entities without the other Party’s prior written consent. 20. NOTICES. All legal notices required pursuant to this Agreement shall be in writing, unless an emergency dictates otherwise. Any required notice shall be deemed to have been given when (i) received by the Party to whom it is directed by hand delivery or personal service; (ii) transmitted by facsimile with confirmation of transmission; or (iii) sent by U.S. mail or other nationally recognized carrier, via certified mail-return receipt requested to the Parties at the addresses first set forth above, WITH COPY FOR HOTEL TO – Venetian Casino Resort, LLC, Attn. VP & General Counsel, 3355 Las Vegas Boulevard South, Las Vegas, Nevada, 89109 – Ph. (702) 607-3550 / Fax (702) 414-4421. The Parties shall provide written notification of any change in the information stated above. 21. CONTROLLING LAW AND DISPUTE RESOLUTION. The laws of the State of Nevada shall govern the construction and interpretation of this Agreement, regardless of conflict of law principles. Any dispute arising from or related to this Agreement may, at Hotel’s option, be resolved by binding arbitration using a single arbitrator. If selected by Hotel, the arbitration shall be conducted by either JAMS or The American Arbitration Association in Clark County, Nevada and pre and post judgment interest shall be added to any award. The laws of Nevada will be governing law and any award will be enforceable in state or federal court. The Parties hereby waive the right to any jury trial in any action, proceeding or claim of any kind or nature relating to the Parties. 22. GENERAL TERMS.
(a) THIRD PERSON LIABILITY AND INTERESTS. This Agreement is entered into for the sole and exclusive benefit of the Parties. It is not intended to benefit any person who is not a signatory to this Agreement, or create any rights, powers, or interest in any third person.
(b) WAIVER. No term or remedy of this Agreement may be waived except in writing signed by the Party charged with the waiver. Any waiver by any Party or the breach of any provision contained in this Agreement in any one or more instances shall not be deemed to be a waiver of any other breach of the same provision or any other provision contained herein.
(c) CONSENT. Unless specifically stated otherwise, in the event that either Party’s consent is required hereunder for any reason, it will not be unreasonably withheld.
(d) BINDING EFFECT, ASSIGNABILITY. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns, provided that this Agreement or any rights hereunder may not be assigned by Organization without the express prior written consent of Hotel, which consent may be given or withheld at Hotel’s sole discretion. This Agreement will not be binding upon Hotel until it is approved and countersigned by an authorized representative of Hotel.
(e) TIME OF THE ESSENCE. Time shall be deemed to be of the essence with respect to all dates, deadlines and time periods set forth herein.
(f) LICENSE NOT A LEASE. Notwithstanding anything to the contrary contained herein, the Parties expressly agree that this Agreement is a limited license and not a lease or conveyance.
Organization: __________ Page 7 of 8 Hotel: ___________ Contract Generated: June 19, 2014
(g) SECTION HEADINGS. The section headings appearing in this Agreement are inserted for the purpose of convenience and ready reference and do not purport to define, limit, or extend the scope or intent of the language of the sections to which they pertain.
(h) SEVERABILITY. If any portion of this Agreement is declared by any trier of fact to be invalid, the validity of the remaining portions will not be affected.
(i) SURVIVAL OF OBLIGATIONS. Any provisions of this Agreement that by their nature extend beyond termination shall survive such termination.
(j) MODIFICATION AND AMENDMENT. This Agreement shall not be modified or amended except by the express written agreement of the Parties, signed by a duly authorized representative for each Party. Any other attempt to modify or amend this Agreement shall be null and void, and may not be relied upon by either Party.
23. EXECUTION AND AMENDMENTS. The accommodations and facilities outlined in this Agreement are being held on a tentative basis until the Decision Due Date outlined above. If this Agreement has not been signed by Organization and returned without changes by the Decision Due Date with advance deposits (if applicable), the accommodations and facilities, may, at Hotel’s option, be released for general resale. Hotel may require ancillary terms under this Agreement such as contained in its Policies and Procedures and Banquet Event Orders, and such terms to the extent not inconsistent with the provisions of this Agreement shall be binding upon Organization.
If executing by electronic signature, Organization acknowledges its electronic signature which appears on the bottom
of each page where Organization is to initial and which appears in the signature block constitutes an electronic signature of the terms and conditions under the Electronic Signatures in the Global and National Commerce Act and, as such, this Agreement is afforded full legal effect, validity and enforceability as though it were Organization’s original initials and signature.
The individuals whose signatures appear below represent and warrant that they have the requisite authority to enter
into this Agreement on behalf of their respective Parties and that entering into this Agreement will not result in a conflict with any other contractual obligation currently held and/or owed by the Party whom they represent. If Organization is in agreement with the terms of this Agreement and there are no further changes, please sign below and return by the Decision Due Date. Space will be confirmed on a definite basis after receipt of an executed Agreement and will only be binding upon Hotel once countersigned by an authorized representative of Hotel.
Hotel and Organization have caused this Agreement to be executed by persons duly authorized, as of the Effective
VENETIAN CASINO RESORT, LLC By: _______________________________ Name: Neil Miller Title: Executive Director of Entertainment Date: ______________________________
Formatted: Highlight
Organization: __________ Page 8 of 8 Hotel: ___________ Contract Generated: June 19, 2014
Attachment A Room Function Start
Date Start Time End
Date End Time Agreed Rental
Sands Expo Room 101-3 & 201-3 (6 Rooms)
Hold 6/21/14 12:01 AM 6/22/14 11:59 PM - -
3001AB-3 & 3101AB-3 (8 Rooms) Hold 6/21/14 12:01 AM 6/22/14 11:59 PM - -
Room 3502 Hold 6/23/14 12:01 AM 6/23/14 11:59 PM 25 -
1
Allen, Louise
From: Kiefer, SarahSent: Thursday, June 19, 2014 2:47 PMTo: Speak, Maggie; Allen, Louise; Sofia, Bob; Schmidt, RockyCc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, DawnSubject: RE: Lay Out of Area - Sport Jeopardy
These should be attached as part of attachment A.
From: Speak, Maggie Sent: Thursday, June 19, 2014 11:34 AM To: Allen, Louise; Sofia, Bob; Kiefer, Sarah; Schmidt, Rocky Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: FW: Lay Out of Area - Sport Jeopardy
From: Diefenderfer, Patricia [mailto:[email protected]] Sent: Thursday, June 19, 2014 11:09 AM To: Speak, Maggie Cc: Zimmardo, Joe Subject: RE: Lay Out of Area - Sport Jeopardy Maggie attached is the room set up. Thank you Kind Regards,
Patricia Diefenderfer Theatre Operations Manager Entertainment The Venetian | The Palazzo p: (702) 414‐4139 | c: (702) 538.5000 | f:(702) 414.4193 [email protected] 3355 Las Vegas Blvd South Las Vegas, NV 89109
From: Diefenderfer, Patricia [mailto:[email protected]] Sent: Thursday, June 19, 2014 11:13 AM To: Speak, Maggie Cc: Zimmardo, Joe Subject: Overview of Sport Jeopardy! Hotel agrees to provide the following at no cost to Organization:
Tables, chairs, and water stations for Organization’s Event in the Authorized Area based on Hotel’s availableinventory;
Audio Visual support provided by Hotel’s onsite providers as offered in Hotel’s customary and standard course of business and adhering to Hotel’s standard policies and procedures
Sufficient and reasonable number of ushers to assist in crowd control and audience seating in the AuthorizedArea during the Event (minimum of 1-2 per room setting); and
Three (3) to five (5) standard sleeping suites over Event Dates, based on Hotel’s available inventory and atHotel’s sole discretion. All Hotel accommodations are subject to Hotel’s policies and procedures current attime of occupancy.
Organization shall be responsible for the following:
Guard Services Kind Regards,
Patricia Diefenderfer Theatre Operations Manager Entertainment The Venetian | The Palazzo p: (702) 414‐4139 | c: (702) 538.5000 | f:(702) 414.4193 [email protected] 3355 Las Vegas Blvd South Las Vegas, NV 89109
I will forward 2 other emails I received from the Venetian. I asked about the links and they said they are just links to their website and are not working. m
From: Allen, Louise Sent: Thursday, June 19, 2014 11:27 AM To: Sofia, Bob; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 Here are the comments from Risk Mgmt. Risk Mgmt will have to issue the cert/endorsement. Please wait for additional comments from Sarah. Please also send us attachments A & B for review and, if applicable, Policies & Procedures and Banquet Event Orders documents referenced in the agreement.
Thanks, Louise Allen Risk Management T: (519) 273-3678
From: Sofia, Bob Sent: Thursday, June 19, 2014 2:23 PM To: Allen, Louise; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 The event is not taped for broadcast, but an historical copy of the contestants audition is made. Bob Sofia Coordinating Producer Technical Supervisor Wheel of Fortune/Jeopardy! (310) 244‐5946, off (310) 729‐6001, cell
From: Allen, Louise Sent: Thursday, June 19, 2014 11:08 AM To: Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Sofia, Bob; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1
Aaron ... this is a new spin‐off production called "Sports Jeopardy" and the production entity is Mesquite Productions, Inc. as the episodes will be aired on Crackle. See paragraph 6 re: insurance requirements.
Thanks, Louise Allen Risk Management T: (519) 273-3678
From: Allen, Louise Sent: Thursday, June 19, 2014 2:27 PM To: Sofia, Bob; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 Here are the comments from Risk Mgmt. Risk Mgmt will have to issue the cert/endorsement. Please wait for additional comments from Sarah. Please also send us attachments A & B for review and, if applicable, Policies & Procedures and Banquet Event Orders documents referenced in the agreement.
Thanks, Louise Allen Risk Management T: (519) 273-3678
Maggie will check on the Policies & Procedures and the Banquet Event Orders.
From: Allen, Louise Sent: Thursday, June 19, 2014 11:45 AM To: Sofia, Bob; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 Got it. And Attachment B appears to be connected to the links that aren't working. I'll ask Aaron to prepare the cert in the meantime.
Thanks, Louise Allen Risk Management T: (519) 273-3678
From: Sofia, Bob Sent: Thursday, June 19, 2014 2:34 PM To: Allen, Louise; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 There is an Attachment A on page 8 of the Agreement. Bob Sofia Coordinating Producer Technical Supervisor Wheel of Fortune/Jeopardy! (310) 244‐5946, off (310) 729‐6001, cell
From: Allen, Louise Sent: Thursday, June 19, 2014 11:27 AM To: Sofia, Bob; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 Here are the comments from Risk Mgmt. Risk Mgmt will have to issue the cert/endorsement. Please wait for additional comments from Sarah.
Yes, Sports Jeopardy! is a spin‐off of regular Jeopardy!, and it is made for new media (Crackle), hence Mesquite being the production entity. The agreement with the Venetian is for a contestant search that we also want to film for mostly internal purposes (but we would want the right to use the footage we film for whatever we want).
From: Allen, Louise Sent: Thursday, June 19, 2014 11:31 AM To: Kiefer, Sarah; Luehrs, Dawn Subject: FW: Sports Jeopardy Agreement - Draft 1 Is Sports Jeopardy a spin off of regular Jeopardy (like Rock n Roll Jeopardy was) or just regular episodes focused on sports? Just wondered as I notice the contracting party is Mesquite not Quadra tho perhaps that is for labor reasons?
Thanks, Louise Allen Risk Management T: (519) 273-3678
Here are the comments from Risk Mgmt. Risk Mgmt will have to issue the cert/endorsement. Please wait for additional comments from Sarah. Please also send us attachments A & B for review and, if applicable, Policies & Procedures and Banquet Event Orders documents referenced in the agreement.
Thanks, Louise Allen Risk Management T: (519) 273-3678
From: Sofia, Bob Sent: Thursday, June 19, 2014 2:23 PM To: Allen, Louise; Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 The event is not taped for broadcast, but an historical copy of the contestants audition is made. Bob Sofia Coordinating Producer Technical Supervisor Wheel of Fortune/Jeopardy! (310) 244‐5946, off (310) 729‐6001, cell
From: Allen, Louise Sent: Thursday, June 19, 2014 11:08 AM To: Kiefer, Sarah; Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Sofia, Bob; Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 Same questions ... are we shooting there? is this a venue for a taping? or is this just an agreement for accommodation?
Thanks, Louise Allen Risk Management T: (519) 273-3678
2
From: Kiefer, Sarah Sent: Thursday, June 19, 2014 1:19 PM To: Schmidt, Rocky; Speak, Maggie Cc: Friedman, Harry; Broffman, Lisa; Sofia, Bob; Zechowy, Linda; Allen, Louise; Barnes, Britianey; Luehrs, Dawn Subject: RE: Sports Jeopardy Agreement - Draft 1 Looping in Risk Management. On first glance, it does not appear to say what we’re there for (contestant search) or that we have the right to film it, either.
From: Schmidt, Rocky Sent: Thursday, June 19, 2014 9:33 AM To: Speak, Maggie Cc: Kiefer, Sarah; Friedman, Harry; Broffman, Lisa; Sofia, Bob Subject: RE: Sports Jeopardy Agreement - Draft 1 Besides getting the attachments/links to work, so we can confirm they’re holding the right convention space and A/V, this doesn’t reference holding the five sleeping rooms either, as near as I can tell.
From: Speak, Maggie Sent: Thursday, June 19, 2014 9:13 AM To: Schmidt, Rocky Subject: FW: Sports Jeopardy Agreement - Draft 1 Importance: High I am looking at it now
From: Zimmardo, Joe [mailto:[email protected]] Sent: Wednesday, June 18, 2014 5:16 PM To: Speak, Maggie Subject: FW: Sports Jeopardy Agreement - Draft 1 Importance: High Hello Maggie Please see the attached contract for Sports Jeopardy. If everything looks good please sign and return ASAP as Marketing can not send out invitations to the VIP’s until the contract is in place.
From: Schmidt, Rocky Sent: Thursday, June 19, 2014 9:30 AM To: Kiefer, Sarah Cc: Friedman, Harry; Broffman, Lisa Subject: FW: Sports Jeopardy Agreement - Draft 1 Importance: High Nothing like a timely agreement, huh? We leave for Las Vegas tomorrow. Because they took so long with this, there is no way they can send out VIP invitations for this set of tryouts. There are many many provisions in here, but the biggest good thing is that it seems like there’s no money (which is what I had asked for) involved. However, the links to the attachments don’t seem to work either.
From: Speak, Maggie Sent: Thursday, June 19, 2014 9:13 AM To: Schmidt, Rocky Subject: FW: Sports Jeopardy Agreement - Draft 1 Importance: High I am looking at it now
From: Zimmardo, Joe [mailto:[email protected]] Sent: Wednesday, June 18, 2014 5:16 PM To: Speak, Maggie Subject: FW: Sports Jeopardy Agreement - Draft 1 Importance: High Hello Maggie Please see the attached contract for Sports Jeopardy. If everything looks good please sign and return ASAP as Marketing can not send out invitations to the VIP’s until the contract is in place.
Let me know if you have any questions.
Cheers!
Joe Zimmardo
1
Allen, Louise
From: Sofia, BobSent: Thursday, June 19, 2014 12:47 PMTo: Barnes, Britianey; Allen, LouiseSubject: Sports J! Contestant Search at the VenetianAttachments: Sports Jeopardy Agreement - Draft 1.docx
Good Morning, The new Sports Jeopardy! Show (Mesquite Productions) is conducting a contestant search at the Venetian/Palazzo Resort in Las Vegas this weekend. The attached contract was received last night, so I apologize for the short notice and request for rush service, but the agreement requires Proof of Insurances. The Resort is not charging for the space, so no payment is being made. The event is not videotaped for broadcast, only a historical recording is made. The Contestant Search team leaves tomorrow for a Saturday & Sunday search. Let me know how I can be of assistance. Bob Sofia Coordinating Producer Technical Supervisor Wheel of Fortune/Jeopardy! (310) 244‐5946, off (310) 729‐6001, cell
Organization: __________ Page 1 of 8 Hotel: ___________ Contract Generated: June 19, 2014
AGREEMENT
EVENT: Sports Jeopardy EVENT DATES: June 21 - June 23, 2014
This Agreement (“Agreement”) is made and entered into as of the last date signed below (the “Effective Date”) by and between Venetian Casino Resort, LLC, a Nevada Limited Liability Company, located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada, 89109, owner and operator of The Venetian Resort Hotel Casino (“Venetian”)1 and The Palazzo Resort Hotel Casino (“Palazzo” and with Venetian collectively the “Hotel”) and MESQUITE PRODUCTIONS, INC., a California corporation (“Organization"). Organization and Hotel may hereafter be referred to individually as the “Party” and collectively as the “Parties.”
DECISION DUE DATE: 6/19/14 ATTACHMENTS. This Agreement references the following attachments which are incorporated herein by reference. In the event of a direct conflict between this Agreement and any of the following, the order of precedence will be first this Agreement, then in the following order:
1. Attachment A – Program Schedule - §5; and 2. Attachment B - The Meeting Planner Toolkit, as applicable for the services provided hereunder,
(http://www.venetian.com/meeting-pro-toolkit or http://www.palazzo.com/meeting-pro-toolkit) - §5 and §13. 1. Payment Policy.
All payments must be paid directly to: Venetian Casino Resort, Attn. Accounting Department c/o Accounts Receivable, 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Hotel shall not be required to complete, nor shall Hotel enter into any additional agreements (including without limitation third-party payment processing agreements), as a condition of Organization’s payment hereunder. Authorized major credit cards may be used, including MasterCard, Visa, Diner’s Club, American Express and Discover Card. 1 The “Venetian” includes what is known as The Venezia Tower.
The Organization's Corporate Office: MESQUITE PRODUCTIONS, INC. The Organization's Corporate Office Address: 10202 West Washington Blvd
Culver City, CA 90232
Organization Contact: Maggie Speaks Producer MESQUITE PRODUCTIONS, INC. 10202 West Washington Blvd Culver City, CA 90232 FAX: N/A (use email) E-mail: [email protected]
Organization: __________ Page 2 of 8 Hotel: ___________ Contract Generated: June 19, 2014
2. METHOD OF PAYMENT. Organization will be responsible for all Master Account charges in meeting and function space, food and beverage functions as well as Attrition charges and all other charges made by those authorized in writing by Organization to incur charges on behalf of Organization. In the event Organization fails to provide a list of authorized signatories prior to the first Event Date, Hotel will rely on apparent authority. 3. BILLING ARRANGEMENTS AND DISPUTED BILLING. Terms are 100% prepayment and all charges must be fully prepaid no later than thirty (30) days prior to Organization’s first date of arrival. Organization’s designated contact may review all master account charges daily during the Event and at the conclusion of Event prior to departure (“Master Account”). Payment of undisputed charges are due within thirty (30) days from the date of invoice and shall bear interest at the rate of eighteen percent (18%) per annum calculated thirty (30) days from the date of invoice. Organization shall provide Hotel written notice of any disputed charge within twenty-one (21) days from date of invoice. In the event of any dispute, the Parties will reasonably work together to resolve all disputes in a timely manner, and once resolved Organization will pay all remaining undisputed charges within fourteen (14) days thereafter. In the event the dispute is unable to be resolved by the Parties, disputes will be subject to Controlling Law and Dispute Resolution as set forth below. Organization shall be liable for expenses incurred by Hotel in conjunction with its efforts to collect any amount due and unpaid under this Agreement, whether or not litigation is commenced or concluded, including, without limitation, Cancellation Fees, Master Account charges, Attrition Fees, collection agency fees, reasonable outside attorneys’ fees, related expenses and court costs except where disputed payments are resolved in Organization’s favor. 4. HEADQUARTERS. Organization will designate and promote The Venetian Resort Hotel Casino and/or The Palazzo Resort Hotel Casino as the "Headquarters Hotel" location for Organization's Event. Organization shall hold all food and beverage events at Hotel, exclusively utilize Hotel’s food and beverage services for all such events (excluding Hotel’s leased outlets), and assist Hotel in its solicitation of Organization's exhibitors and/or invitees for their food, beverage, function and hospitality business. 5. MEETING AND FUNCTION SPACE. Hotel has reserved meeting/function space (“Authorized Area”) as set forth in the attached Program Schedule (“Attachment A”) based on Hotel’s understanding of Organization’s current attendees and requirements. Hotel may make reasonable substitutions to comparable space based on Organization’s requirements or number of attendees at time of substitution. In the event of a change, Organization will be advised and an alternative will be provided. Organization understands and agrees that Sands Expo & Convention Center, Inc. d/b/a Sands Expo and Convention Center (“SECC”) has designated Hotel as its agent of record and has expressly authorized Hotel to act on its behalf for the sole and exclusive purpose of booking meeting rooms 101-3 & 201-3 (6 Rooms), which is meeting space located in SECC. Hotel will provide the Authorized Area pursuant to this Agreement and The Meeting Planner Toolkit which may be modified from time to time (“Convention Policies” and available at http://www.venetian.com/meeting-pro-toolkit or http://www.palazzo.com/meeting-pro-toolkit).
Organization will provide a written final Plan of Usage and Program Schedule at least sixty (60) days prior to arrival and unused space will revert back to Hotel’s inventory. Additional space or changes in the Plan of Usage may be subject to availability and additional charges. Organization shall abide by the terms and conditions for payment of services rendered and policies set forth by The Meeting Planner Toolkit. Organization’s reduction in Suite Block and/or Food & Beverage commitment may result in Hotel’s corresponding reduction of space or be subject to additional space rental fees.
Organization: __________ Page 3 of 8 Hotel: ___________ Contract Generated: June 19, 2014
Hotel agrees to provide tables, chairs, and water dispensers for Organization’s Event in the Authorized Area based on Hotel’s available inventory. LIVE ENTERTAINMENT
In the event Organization is furnishing live entertainment, such entertainment will be for private functions attended by members of Organization or Event attendees and Organization will not sell tickets, charge admission or cover, nor charge or collect a fee of any kind for the purpose of having access to the Authorized Area where live entertainment is provided. Should Organization elect to have live entertainment at the Event, as that term is defined under Nevada Revised Statutes Chapter 368A (“NRS 368A”), where tickets will be sold, or admission or cover charges, or a fee of any kind will be charged, Organization will: (i) notify Hotel of the proposed live entertainment; (ii) execute a written addendum to this Agreement that sets forth the applicable live entertainment tax (“LET”) requirements; (iii) comply with, and assume all liability for all applicable tax and permitting requirements; and (iv) provide Hotel with all information reasonably required for Hotel to file the LET return.
GAMING COMPLIANCE
At least sixty (60) days pPrior to the Event, Organization will notify Hotel in writing of any proposed gaming related event to be held in the Authorized Area (including, but not limited to gaming lessons and free gaming events as defined under Nevada Revised Statutes Chapter 463.0152 and 463.0153). Notification shall include a detailed and comprehensive description of the proposed gaming event, including event name, date, location, number of attendees, game rules, buy-ins, entry fees, prizes, vendor information, or any other similar information requested by Hotel. Upon Hotel’s review and approval (not to be unreasonably withheld), Hotel will request any required approvals from the Nevada Gaming Control Board (“NGCB”) pursuant to Nevada Revised Statutes Chapter 463.409, 463.169 and Nevada Gaming Commission Regulations 14.020 and 14.210. Permission to hold a gaming event will be contingent upon Hotel and NGCB approval, and Hotel cannot predict or guarantee the timing of NGCB approvals, if any. 6. INSURANCE AND CONTRACTOR LICENSES.
Organization, its exhibitors and any third party outside authorized contractors (including, if applicable, Guard Services as defined below) that Organization hires, if any (collectively the “Insured Parties”) each shall obtain and maintain during the Event Dates insurance coverage and provide Hotel with a Certificate of Insurance and applicable Additional Insured Endorsements at least thirty (30) days prior to use of the premises as follows: (a) Worker’s Compensation Insurance as required by local or state law; evidence of this coverage may be supplied by Organization's payroll services company; (b) Employers' Liability Insurance in minimum limits of $1,000,000 per occurrence or accident; evidence of this coverage may be supplied by Organization's payroll services company; (c) Commercial General and Excess/Umbrella Liability Insurance (including blanket contractual liability and personal injury coverage) with minimum combined limits of at least $2,000,000 in any one occurrence; (d) Commercial Automobile and Excess/Umbrella Liability Insurance for any owned, non-owned, and hired vehicles to be used in and out of the facilities with minimum combined limits of $2,000,000 in any one accident; and (e) Personal Property Insurance on all personal property in the care, control or custody of an Insured Party, including coverage for all risks (including theft). Required liability insurance shall be primary in accordance with the indemnity provisions herein regardless of any coverage maintained by Hotel for any qualifying incident arising hereunder and shall be issued by companies authorized to do business in the State of Nevada. Insurance policies in (b), (c) and (d) shall name the following as Additional Insureds as their interests may appear: Venetian Casino Resort, LLC (“VCR”) Sands Expo & Convention Center, Inc. (“SECC”), Grand Canal Shops II, ("GCS") and The Shoppes at the Palazzo, LLC ("SATP") and each of their parents, subsidiaries and affiliates, and each of their officers, directors, and agents in respects to the conduct of the named insured in or about the property of VCR, SECC, GCS and SATP. An Insured Party’s failure to provide a Certificate of Insurance will result in Hotel’s refusal to permit that Insured Party on Hotel’s property for purposes of Organization’s Event. With the exception of (a), all liability insurance required to be provided shall include a waiver of subrogation in favor of the Additional Insureds and be primary and noncontributory in accordance with the indemnity provisions herein. Hotel shall obtain and maintain, with the same limits as required above: (f) Worker’s Compensation Insurance in accordance with local and state or local law covering Hotel’s employees; (g) Commercial General Liability Insurance, including premises, operations, and contractual liability coverage; and (h) Commercial Automobile Liability Insurance, but shall not be required to include Organization as an additional insured on any insurance policy, and upon prior reasonable request will provide evidence of such coverage.
Organization: __________ Page 4 of 8 Hotel: ___________ Contract Generated: June 19, 2014
As respects the outside authorized contractors, all outside authorized contractors doing business in Nevada must obtain and maintain a valid Nevada State Business License as required by Nevada Revised Statutes Chapter (“NRS.360.780”). 7. SUBLETTING/USE BY OTHERS. With Hotel’s prior express written permission, not to be unreasonably withheld, Organization may directly or indirectly, sublet, sublease, sublicense, re-sell, assign or grant any interest in or permission to use any meeting and/or function space identified in Organization’s Plan of Usage. Hotel may sell space and/or charge rental fees for Authorized Area utilized by Organization’s suppliers, sponsors, partners, subsidiaries, related entities, allied and affiliated groups or any entity other than Organization that conducts meetings or holds a function in conjunction with Organization's Event without Hotel’s express written permission and Hotel shall be entitled to all revenues received by Organization as additional rental fees for any such activity without Hotel’s prior written consent. 8. INTENTIONALLY OMITTED.
9. INTENTIONALLY OMITTED. 10. EVENTS OF DEFAULT.
In the event of a material default or breach of this Agreement by either Party, the non-defaulting Party shall provide written notice to the other specifying the type and nature of the default. If the defaulting Party is unable to cure such failure within a reasonable time after notice is provided, wherein a reasonable time to cure shall be based on such factors as the type and nature of the breach and the defaulting Party taking immediate and continuing action to remedy such default, the non-defaulting Party may then terminate this Agreement for default by giving written notice to the other. Additionally, either Party retains the right to terminate this Agreement for default immediately should the other Party fail to comply with applicable local, state and federal statutes governing performance hereunder, or fails to comply with statutes involving health or safety. Notwithstanding the above, either Party’s failure to pay any sum hereunder by the date due shall be considered a default, subject to a five (5) business day cure period after the date payment was otherwise due, at which time all sums under the Agreement shall then become due and payable. 11. SALE OF MERCHANDISE. Hotel shall have the sole right to operate or have operated on its behalf all commercial enterprises, including concessions, bars and catering operations, and to sell or otherwise provide flowers, food, refreshments, beverages, cigars, cigarettes, sundries, candies and periodicals, and to grant concessions to designated airlines, auto rentals, delivery services, shoe shine services and all others. 12. ADVERTISEMENTS AND COMMUNICATIONS. Organization agrees not to post or exhibit or allow to be posted or exhibited, signs, advertisements, show-bills, lithographs, posters, cards or signage of any description in any area of the Authorized Area or any other part of Hotel’s facilities except with the prior written approval of Hotel.
PROMOTIONAL OFFERS In an effort to ensure Organization is aware of all Hotel opportunities, Organization authorizes Hotel to share
Organization’s group information (Event Dates, Name, Contact Information, Arrival and Departure Pattern, etc.) with Hotel’s partnerships, affiliates and select suppliers for the sole purpose of Organization and its attendees receiving communications for current promotions, special offers and services or group discounts offered by entertainment, casino, local leisure and, restaurant and shop venues (including leased outlets) (collectively the “Promotional Offers”). Organization may at any time discontinue receiving Promotional Offers by providing written Notice to Hotel. If Organization DECLINES on behalf of itself and its attendees to receive Promotional Offers please INITIAL HERE _______ and Hotel will not provide such. 13. SECURITY OF FACILITIES.
Organization: __________ Page 5 of 8 Hotel: ___________ Contract Generated: June 19, 2014
Hotel shall not be responsible for property brought into the Authorized Area by Organization or Organization’s guests or attendees (“Organization Property”), nor shall Hotel be obligated to watch, guard or protect Organization Property, nor be liable for any failure to do so by any guard, watchman or protection service (“Guard Service”) employed by Hotel or Organization, except if due to the negligence or willful misconduct of Hotel. Subject to Hotel’s prior written approval, Organization shall determine and provide at its expense the minimum Guard Service necessary to preserve order and protect persons and property for the Event. Guard Services must be licensed in Nevada, are restricted to designated Authorized Areas (at no time shall any Guard Services be allowed in or remain in any part of Hotel’s facilities which are designated solely for Hotel’s employees), and no weapons of any type are permitted without Hotel’s prior written authorization. Notwithstanding the above, Hotel may require Organization to provide Guard Services as set forth above. Additional terms and conditions related to Security of Facilities and this Section 13 may be found in Attachment B.
Hotel may issue and enforce such rules, regulations and directives as Hotel may deem necessary for the safe, orderly and commercially sound operation of its facilities and may enter the Authorized Area for the purpose of inspection; maintenance and repair; abating waste, nuisances or violations of law or Hotel’s rules and regulations; preparing food or readying other concessions; and ejecting objectionable person or persons therefrom. Organization agrees that it will not allow any person in or about the facilities who shall, upon reasonable, non-discriminatory grounds, be objected to by Hotel, and such person's right to use the facilities and the Authorized Area may be revoked by Hotel. 14. INTENTIONALLY OMITTED. 15. INDEMNIFICATION AND HOLD HARMLESS.
Except if due to the negligence or willful misconduct of the Indemnities, Organization agrees to defend, indemnify and hold Hotel, and its parent, subsidiaries and affiliated companies, and each of their respective principals, officers, directors, employees, agents and assigns (the "Indemnities") harmless from and against any and all claims arising out of or in connection with Organization’s performance hereunder, its use of the facilities, and contractual arrangements with any third party including any promissory estoppel, prospective economic advantage, and/or related claim.
16. COMPLIANCE WITH LAWS; LICENSES; AND INTERNAL CONTROLS. Each Party and those third parties providing services hereunder shall comply with all laws of the United States and the State of Nevada, all statutes, ordinances, including but not limited to, American with Disabilities Act and the Hotel and Motel Fire Safety Act of 1990 where applicable, and regulations of Clark County Nevada, all applicable rules and regulations of the local Police and Fire Departments, and all Hotel's internal controls related to Hotel's compliance with Nevada Gaming Control Board requirements (the “Governmental Regulations”) during the term of this Agreement. Organization shall obtain all permits and licenses as necessary for their respective obligations throughout the duration of the Event. Organization shall submit a written list of companies providing services for the Event to Hotel for Hotel’s approval (“Service Providers”), and Organization shall be responsible for ensuring that all Service Providers, exhibitors and authorized contractors (if any) are properly licensed and insured prior to entering Hotel’s premises. Upon notice or knowledge of noncompliance with any Governmental Regulation, the affected Party will timely correct or cause to be corrected such noncompliance. 17. IMPOSSIBILITY. In the event that either Party’s obligations under this Agreement are rendered impossible or illegal by a force beyond that Party’s reasonable control (“Impossibility”), that Party shall not be liable for such delay or inability to perform, and such performance shall not be excused, but shall be reasonably delayed until such time as the Impossibility is removed. In such event, the Parties agree to work together in good faith to reschedule the Event at a mutually agreeable time. If, however, a force beyond either Party’s reasonable control renders impossible the rescheduling of the Event within twenty-four (24) months from the dates of performance set forth herein, said performance shall be excused. Except for Impossibility as provided herein, the doctrines of force majeure, supervening frustration, temporary frustration, supervening impracticability, temporary impracticability, commercial impracticability, frustration of purpose or similar legal theories or defenses are expressly waived and shall have no application to this Agreement, its performance or non-performance. 18. RENOVATIONS.
Organization: __________ Page 6 of 8 Hotel: ___________ Contract Generated: June 19, 2014
As of the Effective Date, Hotel has no plans for renovation of the Authorized Area to be utilized by Organization during the Event Dates (other than ordinary maintenance). If Hotel becomes aware of renovation to Organization’s Authorized Area (other than ordinary maintenance) over the Event Dates, Hotel will advise Organization in writing within a reasonable amount of time thereafter, and include information regarding the planned scope of project, project schedule, and Hotel’s plan for minimizing project impact on the Authorized Area. Hotel’s renovations during Event Dates shall not constitute breach of this Agreement, and the Parties agree to negotiate in good faith to resolve any concerns as a result of such renovations and to enter into amendments of this Agreement as may be necessary to reasonably accommodate both Parties’ interest. 19. TRADEMARKS AND SERVICE MARKS. Neither Party shall use any trademark, logo, trade name, trade device, symbol or service mark owned or registered by or to the other Party, its parent company, subsidiaries, affiliates or related entities without the other Party’s prior written consent. 20. NOTICES. All legal notices required pursuant to this Agreement shall be in writing, unless an emergency dictates otherwise. Any required notice shall be deemed to have been given when (i) received by the Party to whom it is directed by hand delivery or personal service; (ii) transmitted by facsimile with confirmation of transmission; or (iii) sent by U.S. mail or other nationally recognized carrier, via certified mail-return receipt requested to the Parties at the addresses first set forth above, WITH COPY FOR HOTEL TO – Venetian Casino Resort, LLC, Attn. VP & General Counsel, 3355 Las Vegas Boulevard South, Las Vegas, Nevada, 89109 – Ph. (702) 607-3550 / Fax (702) 414-4421. The Parties shall provide written notification of any change in the information stated above. 21. CONTROLLING LAW AND DISPUTE RESOLUTION. The laws of the State of Nevada shall govern the construction and interpretation of this Agreement, regardless of conflict of law principles. Any dispute arising from or related to this Agreement may, at Hotel’s option, be resolved by binding arbitration using a single arbitrator. If selected by Hotel, the arbitration shall be conducted by either JAMS or The American Arbitration Association in Clark County, Nevada and pre and post judgment interest shall be added to any award. The laws of Nevada will be governing law and any award will be enforceable in state or federal court. The Parties hereby waive the right to any jury trial in any action, proceeding or claim of any kind or nature relating to the Parties. 22. GENERAL TERMS.
(a) THIRD PERSON LIABILITY AND INTERESTS. This Agreement is entered into for the sole and exclusive benefit of the Parties. It is not intended to benefit any person who is not a signatory to this Agreement, or create any rights, powers, or interest in any third person.
(b) WAIVER. No term or remedy of this Agreement may be waived except in writing signed by the Party charged with the waiver. Any waiver by any Party or the breach of any provision contained in this Agreement in any one or more instances shall not be deemed to be a waiver of any other breach of the same provision or any other provision contained herein.
(c) CONSENT. Unless specifically stated otherwise, in the event that either Party’s consent is required hereunder for any reason, it will not be unreasonably withheld.
(d) BINDING EFFECT, ASSIGNABILITY. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns, provided that this Agreement or any rights hereunder may not be assigned by Organization without the express prior written consent of Hotel, which consent may be given or withheld at Hotel’s sole discretion. This Agreement will not be binding upon Hotel until it is approved and countersigned by an authorized representative of Hotel.
(e) TIME OF THE ESSENCE. Time shall be deemed to be of the essence with respect to all dates, deadlines and time periods set forth herein.
(f) LICENSE NOT A LEASE. Notwithstanding anything to the contrary contained herein, the Parties expressly agree that this Agreement is a limited license and not a lease or conveyance.
(g) SECTION HEADINGS. The section headings appearing in this Agreement are inserted for the purpose of convenience and ready reference and do not purport to define, limit, or extend the scope or intent of the language of the sections to which they pertain.
Organization: __________ Page 7 of 8 Hotel: ___________ Contract Generated: June 19, 2014
(h) SEVERABILITY. If any portion of this Agreement is declared by any trier of fact to be invalid, the validity of the remaining portions will not be affected.
(i) SURVIVAL OF OBLIGATIONS. Any provisions of this Agreement that by their nature extend beyond termination shall survive such termination.
(j) MODIFICATION AND AMENDMENT. This Agreement shall not be modified or amended except by the express written agreement of the Parties, signed by a duly authorized representative for each Party. Any other attempt to modify or amend this Agreement shall be null and void, and may not be relied upon by either Party.
23. EXECUTION AND AMENDMENTS. The accommodations and facilities outlined in this Agreement are being held on a tentative basis until the Decision Due Date outlined above. If this Agreement has not been signed by Organization and returned without changes by the Decision Due Date with advance deposits (if applicable), the accommodations and facilities, may, at Hotel’s option, be released for general resale. Hotel may require ancillary terms under this Agreement such as contained in its Policies and Procedures and Banquet Event Orders, and such terms to the extent not inconsistent with the provisions of this Agreement shall be binding upon Organization.
If executing by electronic signature, Organization acknowledges its electronic signature which appears on the bottom
of each page where Organization is to initial and which appears in the signature block constitutes an electronic signature of the terms and conditions under the Electronic Signatures in the Global and National Commerce Act and, as such, this Agreement is afforded full legal effect, validity and enforceability as though it were Organization’s original initials and signature.
The individuals whose signatures appear below represent and warrant that they have the requisite authority to enter
into this Agreement on behalf of their respective Parties and that entering into this Agreement will not result in a conflict with any other contractual obligation currently held and/or owed by the Party whom they represent. If Organization is in agreement with the terms of this Agreement and there are no further changes, please sign below and return by the Decision Due Date. Space will be confirmed on a definite basis after receipt of an executed Agreement and will only be binding upon Hotel once countersigned by an authorized representative of Hotel.
Hotel and Organization have caused this Agreement to be executed by persons duly authorized, as of the Effective
VENETIAN CASINO RESORT, LLC By: _______________________________ Name: Neil Miller Title: Executive Director of Entertainment Date: ______________________________
Formatted: Highlight
Organization: __________ Page 8 of 8 Hotel: ___________ Contract Generated: June 19, 2014
Attachment A Room Function Start
Date Start Time End
Date End Time Agreed Rental
Sands Expo Room 101-3 & 201-3 (6 Rooms)
Hold 6/21/14 12:01 AM 6/22/14 11:59 PM - -
3001AB-3 & 3101AB-3 (8 Rooms) Hold 6/21/14 12:01 AM 6/22/14 11:59 PM - -
Room 3502 Hold 6/23/14 12:01 AM 6/23/14 11:59 PM 25 -
