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HomeMy WebLinkAbout2015-210-E Public Affairs - SWAN USA, Inc./Shelbourne Capital LLC d/b/a Sheraton Chapel Hill Hotel for Service Awards ceremony $11,040 DocuSign Envelope ID:8EO53641-9016-43AE-A5A8-E170697F7DCA [Departmental Use Only] TITLE 2015 Service Awards FY 2014-15 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 29 day of April, 2014, ("Effective Date")by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"),party of the first part; and JV: SWAN USA, Inc./Shelbourne Capital LLC d/b/a Sheraton Chapel Hill Hotel(the "Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Service Awards Ceremony to be held at the Sheraton Chapel Hill Hotel on June 25, 2015 per attached agreement. The term of this agreement rendered shall be from June 25, 2015 to June 25, 2015. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Pam: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed eleven thousand forty dollars, ($11,040.00). Payment shall be made within thirty (3 0) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Revised 10/14 1 oonuSign Envelope ID:aEooas41fm1e4aAE-AnAa E170697F7oo^ Risk Transfer Policy and Orange County Minimum lnoorouoo Coverage Requirements (000b document is incorporated herein by reference and may bo viewed at . If Owner's Risk Manager dutunninuy additional inoorouoo coverage is required such additional inoorouoo shall consist of (if no additional inoorouoo required mark N/A as being not applicable). Provider shall not oonnnnonoo work until such insurance is in effect and oodiGoodon thereof has been received by the Owner's Risk Manager. 5. : The Provider ogr000 to defend, indemnify, and bold boonl000 Orange County from all losses, liabilities, oloinno, demands, suits, costs, damages or oxpon000 (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property 00000d in whole or in part by any negligent or intentional act or omission on the part of the Provider. (i Termination: This Agreement may bo toonino1od at any time bv mutual written ogroonnont of the parties orbv the County upon written notice to the Provider. 7' Entire Agreement and Signatures: The ponioo have rood this Agreement and agree to be bound by all of its toono, and further agree that it constitutes the complete and exclusive statement ofthe Agreement between the podioo onl000 and until modified in vrddng and signed by the parties. This Agreement together with any amendments or modifications may be ox000tod electronically. All electronic signatures affixed hereto evidence the intent of the 9onioo to comply with Article ||A and Article 40 of North Carolina General Stobdo Chapter 66. 8. : In determining the basic oond000 to be provided, should any documents be referenced in or attached to this Agreement, the toono herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9\ Governing Both parties agree that this Agreement shall bo governed bv the laws ofthe State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the {]ononU Court of Justice of North Carolina 0001od in Orange County, North Carolina. Provider shall o1 all times remain in compliance with all applicable local, oto1o, and federal laws, odoo, and regulations including but not limited to all anti-discrimination laws. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision o[ or the podoononoo or non-performance o[ this Agreement shall be brought in the {]ononU Court ofJustice of North Carolina sitting in Orange County,North Carolina. It is agreed bvthe ponioo that no other 000d shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the 9onioo may agree to nonbinding mediation of any dispute prior to the bringing of such suit oraction. |i Non Appropriation: Provider acknowledges that County io ogovornmontol entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Coon* immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] Revised ucvo 2 DocuSign Envelope ID:8EO53641-9018-43AE-A5A8-E170697F7DCA IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANC E yCONTY pR ned by: aocu Igoe y: �aVia �a By. By. 34BAC432BDF44DA- oun�y tanager 200 S. Cameron St. Daria Via, Catering Sales Manager P.O. Box 8181 1 Europa Drive Hillsborough,NC 27278 Chapel Hill,NC 27517 Revised 10/14 3 DocuSign Envelope ID:8EO53641-901 B-43AE-A5A8-E1 70697F7DCA Printed:2015-04-08 Quote#:500-1 VEOT18 Agreement between JV: SWAN USA, Inc./Shelbourne Capital LLC d/b/a Sheraton Chapel Hill Hotel and ORANGE COUNTY GOVERNMENT Customer Property Agency/Third Party (OPTIONAL) ORANGE COUNTY GOVERNMENT Sheraton Chapel Hill Hotel Brenda Bartholomew Daria Via 501 West Franklin St. 1 Europa Dr Chapel Hill, NC,27516 Chapel Hill, NC,27517 li United States United States Phone: 9192454323 Pho 9199692144 ne: Fax: Fax 9199423557 Email: bbartholomew @orangecountyn Ema dvia @sheratonchapelhill.com c.gov it RE: June 2015 Awards Ceremony 6/25/15 This Agreement between ORANGE COUNTY GOVERNMENT("Customer")and JV: SWAN USA, Inc./Shelbourne Capital LLC d/b/a Sheraton Chapel Hill Hotel("Hotel')is effective as of the date it is signed by Hotel("Agreement Date"). Event Dates: 25-Jun-2015 to 26-Jun-2015 Function Space/Schedule of Events: This Agreement a 3plies to the followin g events and functions ace: Function Room Date Start—End Time Function Space Set Up #PPL Description Rental ri Thu, Reception 6:OOPM-8:OOPM VENETIAN FOYER (3rd 300 $0.00 25-Jun-2015 Floor) Thu, Reception 6:OOPM-8:OOPM VENETIAN ROOM (3rd Cocktail Rounds 300 $350.00 25-Jun-2015 Floor) Thu, Ceremony 6:OOPM-10:OOPM EUROPA BALLROOM 300 $0.00 25-Jun-2015 I? Total $350.00 Rates do not include applicable state and local taxes, currently 21%. Room Rental Includes Following:Tables, Chairs, Linen(white or black ONLY), standard centerpiece Av Equipment: 2 Speaker Sound System Package$305.00(Wired Microphone,4 channel Mixer, and Self powered 12"Speaker(2)) Premier Dual Screen Projector Package $940.00 (Av cart, LCD projector(2), Projection Stands (2), Fast fold screens(2), and Video Distribution. Staging: $25++per sections(4X8 or 6X8) Deposit Schedule:A deposit of$1000.00 is due by April 22,2015. The remaining estimated amount is due by June 10, 2015. Assignment of Function Space: Hotel will provide Customer with Function Space in accordance with the schedule of events, based on the contracted number of people attending the event. Hotel may make reasonable substitutes to Function Space by notifying Customer. Banquet Event Orders: Hotel will provide Customer with Banquet Event Orders("BEOs")that specify and confirm the specific details and terms and conditions for each event including, final menu selections, pricing, room set up and decor. Minimum Revenue: This Agreement will generate revenue for Hotel from a variety of sources, including guest rooms, food & beverage,and charges for ancillary services.The minimum revenue anticipated by Hotel under this Agreement(excluding taxes and other charges)is: ADS 'DS/ VV�� �v Page 1 of 4 Customer Initials Hotel initials DocuSign Envelope ID:8EO53641-901 B-43AE-A5A8-E1 70697F7DCA Printed:2015-04-08 i Quote#:500-1 VEOT18 I Minimum Food&Beverage Revenue(based on committed food&beverage minimum): $9,400.00 i AV Equipment $1,290.00 Room Rental Revenue: $350.00 Total Minimum Revenue: $11,040.00 If Customer does not fulfill all of its commitments or cancels this Agreement,Customer agrees that Hotel will suffer damages that will be difficult to determine. The"Attrition"and"Cancellation"provisions below provide for liquidated damages agreed upon by e the parties as a reasonable estimate of Hotel's losses and do not constitute a penalty of any kind. gg, I'? Cancellation: If Customer cancels this Agreement, Customer will provide written notice to Hotel, accompanied (except in the case of a Force Majeure)by payment of the amounts indicated below: p C. 61-90 days prior to 25-Jun-2015: 25%of Total Minimum Revenue=$2760.00 31-60 days prior to 25-Jun-2015: 60%of Total Minimum Revenue=$6624.00 30 days or less prior to 25-Jun-2015: 80%of Total Minimum Revenue=$8832.00 C The parties agree that the amounts included in this Cancellation clause are reasonable estimates of the losses that would be incurred by Hotel and factor in Hotel's ability to mitigate its losses through resale. F Payment Options: Payment will be made as indicated below. Please check applicable option. Customer Pays Guest Pays Event Food&Beverage(including taxes, service charges, and administrative charges): Master Account: Hotel will set up a"Master Account"for Customer for payment of charges under this Agreement. Customer must review all charges billed to the Master Account to ensure accurate billing. r Payment: Unless direct billing has been established, Customer will pay the estimated amount of the Master Account as shown ' on the deposit schedule. Customer will advise Hotel of its expected method of payment of the Master Account at least 30 days ' in advance of 25-Jun-2015. If Customer will pay using a credit card honored by Hotel, a valid credit card must be provided to Hotel no later than 25-Jun-2015 and all Master Account charges will be charged to such credit card at departure. Any amounts not paid at departure will accrue interest at 1%%per month from the date of departure. Upon application and review by Hotel, Hotel may elect to extend direct billing privileges to Customer. If direct billing has been established,payment of all undisputed amounts is due within 30 days of Customer's receipt of invoice from Hotel,and if not paid within 30 days will accrue interest at 1 %per month from date of departure. Customer must notify Hotel of any disputes within 5 business days of Customer's receipt of j invoice from Hotel or disputes will be considered waived. If Hotel determines after establishing direct billing or a deposit schedule that Customer's credit status has changed negatively, Hotel may require payment of all estimated Master Account charges no later than 14 days before 25-Jun-2015. Concessions: Hotel will be providing$1000.00 sponsorship based of 300 or more guest attending this event. Estimated retail value of offered concessions=$1000.00 Use of Event and Function Space: To protect the safety and security of all Hotel guests and property, Customer will obtain Hotel's advance written approval before using items in event and function space that could create noise, noxious odors or hazardous effects(e.g.,loud music,smoke or fog machines,dry ice,confetti cannons,candles,or incense)and before engaging in any activities outside of the reserved function rooms(e.g.,registration table). Customer will obtain any required Fire Marshall or other safety approvals,and will pay any expenses incurred by Hotel as a result of such activity,such as resetting smoke or fire alarms or unusual clean up costs. Security: Hotel does not provide security in the event and function space and all personal property left in the event or function ; space is at the sole risk of the owner. Customer will advise its attendees that they are responsible for safekeeping of their personal property. Hotel may reasonably require Customer to retain security personnel in order to safeguard guests or property in Hotel. Security personnel are not authorized to carry firearms without advance Hotel approval. ii Ancillary Services: Hotel may provide, or contract with third parties to provide, ancillary services (e.g., AN, drayage, florists, exhibitors)to Customer for additional charges. Except with respect to certain services(e.g., rigging services), Customer may use its own vendors for such services provided that Customer's proposed vendors meet minimum standards established by Hotel,including insurance and indemnification requirements. With respect to audiovisual services, Customer will inform)-iotel of its decision to bring its own vendor at least 60 days prior to 25-Jun-2015, and will sign, and have its audiovisual v TO gn,an ADS (� Page 2 of 4 Customer Initials Hotel initials DocuSign Envelope ID:8EO53641-9016-43AE-A5A8-E170697F7DCA Printed:2015-04-08 Quote#:500-1 VEOT18 acknowledgement of Hotel's Audiovisual Service Standards at least 45 days prior to 25-Jun-2015. Disclosure: Customer will be responsible for determining to whom it needs to disclose any terms of this Agreement, including any commission or rebate that it may receive. Customer will disclose to all Customer attendees the type and amount of all automatic and mandatory charges that will be charged to them by Hotel. Laws and Policies: Each party will comply with all applicable federal, state and local laws (including the Americans with Disabilities Act)and Hotel rules and policies. Customer will be responsible for providing its disabled members with auxiliary aids in connection with any Customer events or activities. Upon Customer's reasonable request, Hotel will cooperate with Customer to provide services on behalf of Customer's disabled attendees. Privacy: Customer will obtain all necessary rights and permissions prior to providing any personally identifiable information ("PII")to Hotel, including all rights and permissions required for Hotel, Starwood Hotels&Resorts Worldwide, Inc. ("Starwood"), Starwood affiliates, and service providers to use and transfer the PII to locations both within and outside the point of collection (including the United States) in accordance with Starwood's privacy statement (www.starwoodhotels.com/corporate/privacy_policy.htm1)and applicable law. Confidential Information: Customer and Hotel will each take reasonable steps to keep all confidential information provided by the other party confidential and to identify information as confidential when shared. Confidential information will not include: (1) information that is publicly available; (2) PII, which will be handled by the parties in accordance with the "Privacy" provision above; or(3)information that is left or discarded in event rooms,public space or guest rooms. Insurance: Each party will maintain insurance sufficient to cover any claims or liabilities which may reasonably arise out of or relate to its obligations under this Agreement and will provide evidence of such insurance upon request. Indemnification:Each party will indemnify,defend and hold the other harmless from any loss,liability,costs or damages arising from actual or threatened claims resulting from its breach of this Agreement or the negligence, gross negligence or intentional misconduct of such party or its officers, directors, employees, agents, contractors, members, or participants, to the extent by North Carolina law. Neither party will be liable for punitive damages. Dispute Resolution: The parties will resolve any claim or dispute arising out of or relating to this Agreement through binding arbitration before one arbitrator conducted under the rules of the American Arbitration Association or JAMS in the state and city in which Hotel is located. The law of the state in which Hotel is located will be the governing law. The arbitration award will be enforceable in any state or federal court. In any arbitration or litigation arising out of or relating to this Agreement or the enforcement of any arbitration award, the prevailing party will recover attorneys' fees and costs including expert witness and arbitration fees and pre-and post-judgment interest. Each party will be responsible for attorneys'fees and interest associated with the other party's efforts to collect monies owed under this Agreement. Force Majeure: If acts of God or government authorities, natural disasters, or other emergencies beyond a party's reasonable control make it illegal or impossible for such party to perform its obligations under this Agreement,such party may terminate this Agreement upon written notice to the other party without liability. Notice: Any notice required or permitted by the terms of this Agreement must be in writing. Assignment: Customer may not assign or delegate its rights or duties under this Agreement without Hotel's prior approval. Severability: If any provision of this Agreement is held to be invalid or unenforceable that provision will be eliminated or limited to the minimum extent possible, and the remainder of the Agreement will have full force and effect. Waiver: If either party agrees to waive its right to enforce any term of this Agreement, it does not waive its right to enforce any other terms of this Agreement. This Agreement constitutes the entire agreement between the parties, supersedes all other written and oral agreements between the parties concerning its subject matter, and may not be amended except by a writing signed by Hotel and Customer. ACCEPTED AND AGREED TO: ORANGE COUNTY GOVERNMENT JV: SWAN USA, Inc./Shelbourne Capital LLC, as owner of (Name of Association/Company) Sheraton Chapel Hill Hotel ADS DS Page 3 of 4 Customer Initials Hotel initials i DocuSign Envelope ID:8EO53641-901 B-43AE-A5A8-E1 70697F7DCA r Printed:2015-04-08 Docusigned by: Quote#:500-1VEOT18 - 4 DocuSigned by: BY ssuza.�� A48e... By 4"13E8D1 Al F441... iI t Marlene Barbera Wendy Jeffries i Area Director Of Sales And Marketing 5/4/2015 5/1/2015 Date Date i 4 r. I is G t F is i is i L i i i r= DS DS Page 4 of 4 Customer Initials Hotel initials DocuSign Envelope ID:8EO53641-901 B 43AE.A5A8-E170697F7DCA RICHHOS DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 4/30/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: IMA, Inc. -Colorado Division PHONE 303-534-4567 FAX 303-534-0600 1705 17th Street,Suite 100 MA Lo,Ext: (vc,No): ADDRESS: denpam @imacorp.com Denver, CO 80202 INSURER(S)AFFORDING COVERAGE NAIC# 303-534-4567 INSURERA: Liberty Mutual Fire Ins. Co. 23035 INSURED INSURER B: Navigators Insurance Company 42307 Richfield Hospitality, Inc. NSURERC: Praetorian Insurance Company(*) 37257 7600 E. Orchard Road,Suite 230 South INSURER D Englewood, CO 80111 INSURER E INSURER F: *QBE the Americas COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS.ADDLSUBR LTR TYPE OF INSURANCE NSR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY TB2691457665034 10/01/2014 10/011/20115 EACHOCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISESOEa occur'.'c.) $500,000 CLAIMS-MADE Fx_]OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY M PRO X LOC $ JECT A AUTOMOBILE LIABILITY AS2691457665024 10/01/2014 10/01/201 EeaccidenSINGLELIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS X AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ B X UMBRELLA LIAB X OCCUR CH14UMR7150011V 10/01/2014 10/01/2015 EACH OCCURRENCE s25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s25,000,000 DED X RETENTION$O $ WORKERS COMPENSATION WC STATU- OTH- C CWC3975002 10/01/2014 10/01/201 X TORYLIMITS ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE�Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? IN l NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION For Information Only SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S 1132490/M 1072467 S MS 1