EXHIBIT 10.16
CONVENTION AGREEMENT
LAS VEGAS HILTON
March 19, 1998
CONVENTION AGREEMENT
LAS VEGAS HILTON
March 19, 1998
COMPANY NAME MAGIC INTERNATIONAL
NAME OF EVENT Fall 1998 Show
CONTACT Mr. Joe Loggia
President
MAGIC INTERNATIONAL
6200 Canoga Ave. - Suite 303
Woodland Hills, CA 91367
TELEPHONE NUMBER (818) 593-5000
PREPARED BY Thomas E. Page, Vice President of Sales
HEADQUARTERS HOTEL LAS VEGAS HILTON
DATE ROOMS RESERVED August 26-September 5, 1998
GUEST ROOM COMMITMENT 2,400
INCLUDING SUITES
ROOM ARRIVAL AND DEPARTURE PATTERN
DAYS DATES ARRIVAL DEPARTURE IN-HOUSE
Wednesday August 26 30 0 30
Thursday August 27 30 0 60
Friday August 28 240 0 300
Saturday August 29 400 0 700
Sunday August 30 1,465 0 2,165
Monday August 31 35 0 2,400
Tuesday September 1 0 0 2,400
Wednesday September 2 0 280 2,120
Thursday September 3 0 1,220 900
Friday September 4 0 830 70
Saturday September 5 0 70 0
TOTAL ROOM NIGHTS: 11,145
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Suite Commitment: 100 suites are included in the overall room commitment.
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GUEST ROOM AND SUITE RATES
At this time, we are pleased to confirm the following special convention rate to
apply over the above dates, as follows:
Singles/Doubles/Twins: $179.00
Additional person: $25.00
All room rates are net non-commissionable and are quoted exclusive of
appropriate state and local taxes, which currently are nine percent (9%). Suites
will be provided at the published/prevailing rate in effect at the time of your
meeting.
The above rates are inclusive of a $2.00 per room night rebate to be credited to
the MAGIC master account at the conclusion of the event.
CUTOFF DATE
All the rooms provided for in your room block will be reserved on a definite
basis for you upon signing of this contract. In order to assign specific room
types to your attendees we ask that all room requests be received thirty (30)
days prior to your major arrival day of SUNDAY, AUGUST 20, 1998. After that
date, the hotel will continue to hold any rooms in your block not assigned to a
specific attendee of your group if you pay for them in full at that time.
Advance payments will be refunded by the hotel after your convention dates if
rooms you paid for in advance were later paid for by your attendees. If you
prefer, after consultation with you, the hotel will offer unassigned rooms in
your block to other individuals or groups in an effort to reduce damages you may
be required to pay pursuant to the Performance Clause as outlined in this
agreement. Members of your group may still request rooms after the cut off date
of JULY 30, 1998. Such rooms will be available at the hotel's prevailing rate.
RESERVATIONS
We understand that reservations for your meeting will be made by rooming list.
The LAS VEGAS HILTON will make reasonable efforts to ensure that reservations
for your meeting are not accepted from individuals who are not identified on the
list. MAGIC INTERNATIONAL agrees to provide the rooming list to the LAS VEGAS
HILTON's Sales/Convention Service Department no later than JULY 30 1998.
CHECK-IN/CHECK-OUT TIME
The LAS VEGAS HILTON's check-in time is 3:00 p.m., and its check-out time is
12:00 noon. All guests arriving before 3:00 p.m. will be accommodated as rooms
become available. The LAS
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VEGAS HILTON's bell captain can arrange to check baggage for guests arriving
early if rooms are unavailable and for guests attending functions on departure
day.
DEPOSITS
All reservations will require a one (1) night advance deposit per room, plus
tax, to guarantee accommodations. All non-guaranteed reservations are subject to
cancellation two (2) weeks after the date the reservation is made. The hotel
will accept all major credit cards for advance deposit. All advance reservation
deposits are completely refundable if cancelled two (2) weeks prior to arrival.
Checks and major credit cards are acceptable to establish prepayment. All credit
cards used to prepay will be charged immediately. The hotel will deduct any
collected non-refundable prepayment fees from the amount you may owe as
performance or cancellation damages.
GUARANTEED ROOM AVAILABILITY
If confirmed rooms are not available on the arrival date for any reason caused
by the LAS VEGAS HILTON (except accident, fire, water damage or other conditions
beyond the control of the LAS VEGAS HILTON), the LAS VEGAS HILTON will provide
to the individual a comparable room in another hotel and will pay for the first
night's lodging and transportation to and from the other hotel.
COMPLIMENTARY ROOMS
In consideration of your guest room commitment, we are pleased to extend one (1)
complimentary room night per every fifty (50) revenue room nights actually
utilized by your MAGIC INTERNATIONAL. Our standard one-bedroom suites are
counted as three (3) units, a standard two-bedroom suite is counted as four (4)
units, 28th/29th Floor luxury one-bedroom suites are counted as five (5) units.
MAGIC INTERNATIONAL agrees to provide a list of names in order of preference for
complimentary room assignment. Complimentary units earned will be credited to
your master account at the conclusion of your convention/meeting.
In addition to the above and for the privilege of serving as your headquarters
hotel, we are pleased to provide one (1) luxury 2-bedroom suite complimentary
over and above our standard policy. This suite is reserved for arrival on
Friday, August 28, 1998 and departure on Friday, September 4, 1998.
CREDIT ARRANGEMENTS/MASTER ACCOUNT
It is understood and agreed that hotel will establish a Master Account for your
meeting or credit arrangements for payment after your meeting if an application
for credit has been approved in advance and in writing by the LAS VEGAS HILTON's
Credit Manager. Such application will be submitted to hotel no later than JULY
15, 1998. The specific terms and conditions of any such Master Account or Credit
Arrangement will be determined by mutual agreement of the parties.
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CREDIT ARRANGEMENTS/MASTER ACCOUNT
(continued)
It is agreed and understood that all individuals attending your meeting will be
responsible for their own room, tax and incidental charges upon checkout unless
MAGIC INTERNATIONAL specifically authorizes that these charges may be made to
the Master Account with the above procedures. If a Master Account is
established, or if credit arrangements are made, hotel reserves the right to
request a deposit be made in an amount determined by hotel.
If a Master Account is not established or if credit arrangements are not made,
MAGIC INTERNATIONAL agrees to one hundred percent (100%) pre-payment.
Should the master account remain unpaid after 60 days, in addition to its other
remedies, MAGIC INTERNATIONAL and the LAS VEGAS HILTON agree that the LAS VEGAS
HILTON, at its sole option, may elect to cancel any subsequent arrangements
agreed upon herein or any agreements separately made by that time between MAGIC
INTERNATIONAL and the LAS VEGAS HILTON of additional conventions/meetings to be
held in the future, and that in such event, no fees, charges, damages or
penalties shall be due from the LAS VEGAS HILTON as a result of the cancellation
and no claim shall be brought against the LAS VEGAS HILTON as a result of the
cancellation.
FUNCTION SPACE
At this time, we are protecting the following public space for your use:
6:00am Saturday, August 29, 1998 to 5:00pm Friday, September 4, 1998
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BALLROOM
PAVILION
HILTON CENTER
2:00pm Sunday, August 30, 1998 to 11:59pm Thursday, September 3, 1998
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BOARD ROOM
CONFERENCE ROOM 1-14
EAST TOWER SALONS
If extensive meeting room set-ups or elaborate staging is required, there will
be a setup charge to reimburse the LAS VEGAS HILTON for this cost and the
additional labor.
The LAS VEGAS HILTON reserves the night to charge a rental fee pursuant to the
hotel's fee schedule attached, for meeting space and function space utilized by
suppliers, allied and affiliated groups who are conducting meetings or holding
functions in conjunction with the MAGIC INTERNATIONAL'S convention.
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FUNCTION SPACE
(continued)
A schedule of our rental prices as of the date of this Agreement is attached.
However, for purposes of this paragraph, rental price will be that price in
effect at the time of your meeting.
BANQUET SERVICES
Menu prices for planned food and beverage functions will be established not
earlier than six (6) months prior to your convention/meeting. The LAS VEGAS
HILTON agrees to provide copies of proposed menus upon request. It is understood
and agreed that prices quoted in such menus do not include taxes and gratuities,
which are currently seven percent (7%) tax and seventeen percent (17%) gratuity.
The Las Vegas Hilton is licensed to serve food and beverages. No food or
beverages may be brought into the Las Vegas Hilton by MAGIC INTERNATIONAL for
service at an event.
EXHIBIT SPACE
Type, Size, and Number: T.B.A.
Set-Up Date: Saturday-August 29, 1998
Hour for Set-Up: 6:00am
TearDown Date: Friday-September 4, 1998
Hour for Complete Removal from Hotel: 5:00pm
The rental rate for exhibitor space will be the greater of thirty-two cents
($0.32) per net square foot or $11,000.00 per show day for the Hilton Center;
forty-two cents ($0.42) per net square foot or a flat rate of $9,000.00 per show
day for the Pavilion; and fifty-two cents ($0.52) per net square foot or flat
rate of $9,000.00 per show day for the Ballroom. There will be no charge for
move-in or move-out.
HOTEL GUIDELINES FOR EXHIBITS
A. Use of exhibit space does not include drayage, decoration such as tables
and chairs, guard service, labor such as carpenters, electricians, plumbers
and draperymen, cleaning of booths and aisles, booth and aisle carpeting,
storage space for crates.
B. Hotel unfortunately does not have storage space for crates.
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HOTEL GUIDELINES FOR EXHIBTS
(continued)
C. MAGIC INTERNATIONAL agrees on behalf of itself and the Exhibitors to
indemnify and hold harmless hotel and its servicing agents from any and all
liability resulting from damage or accident that might ensue from any cause
resulting or connected with the transportation, placement, removal or
display of exhibits. MAGIC INTERNATIONAL agrees to the terms and conditions
of the Responsibility Clause attached hereto and marked Exhibit A.
D. MAGIC INTERNATIONAL agrees to be responsible for obtaining any necessary
governmental approvals of exhibit plans.
E. MAGIC INTERNATIONAL agrees to submit to the LAS VEGAS HILTON a copy of the
Exhibitors Contract before it is sent to exhibitors.
F. Cleaning of Facilities: The LAS VEGAS HILTON will provide the exhibit space
in a clean condition. "Exhibit space" means exhibit floor, pantry areas,
freight dock areas and dumpsters. It is the responsibility of the
Convention Service companies to return these facilities in the same clean
condition, or a charge will be assessed.
SECURITY
If required, in our sole judgment, in order to maintain adequate security
measures in light of the size and/or nature of your function, you will provide,
at your expense, security personnel supplied by a reputable licensed guard or
security agency doing business in the city or county in which we are located,
which agency will be subject to our prior approval.
CONVENTION SERVICE PROCEDURES
At the time this agreement is executed, our Convention Services Department will
forward an outline of our standard convention procedures. This outline is
designed to assist you in preparation of your event.
MEETING PLANNERS
MAGIC INTERNATIONAL hereby acknowledges and warrants that the LAS VEGAS HILTON
is not responsible to any meeting planner, organizer, or other third party hired
by MAGIC INTERNATIONAL to assist with the development, marketing, organization,
or implementation of the convention/meeting. MAGIC INTERNATIONAL agrees to
indemnify and hold harmless the LAS VEGAS HILTON from and against any and all
claims made by any such third parties.
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CANCELLATION POLICY
The LAS VEGAS HILTON has agreed to offer the favorable terms presented to MAGIC
INTERNATIONAL based on its expectation that your event will generate revenue to
the LAS VEGAS HILTON from sleeping rooms, function space usage, food and
beverage events and ancillary services such as restaurant outlets, telephone,
movies, room service and other services offered by the hotel at additional cost
to guests. If your event does not take place at this hotel for any reason, LAS
VEGAS HILTON will not only have lost this revenue, but will incur the costs
involved in attempting to find other individuals or groups to replace the lost
business. The closer in time to the date of your event that a cancellation
occurs, the less likely it is that the LAS VEGAS HILTON will be able to replace
any or all of your business.
MAGIC INTERNATIONAL agrees that should it change its meeting site to another
hotel, or cancel this commitment for any reason except as defined below, actual
damages would be difficult to determine. The following schedule represents a
reasonable effort on behalf of the LAS VEGAS HILTON to establish its actual
damages for such cancellation. It is agreed that such schedule shall represent
liquidated damage to be paid by MAGIC INTERNATIONAL for cancellation of this
contract.
Cancellation within one (1) year of convention date:
- -- 60% of anticipated gross revenues (derived from sleeping rooms, food and
beverage functions and ancillary enterprises) if your meeting was held as
scheduled.
In the event that this meeting is canceled prior to the time that specific
sleeping room rates are agreed upon, menu prices are established, or exhibit
space rates are established, then our current room rates, current menu prices
and current exhibit space rates, as set forth herein, will be used in
calculating the hotel's anticipated gross revenues. Ancillary revenues will be
calculated using the average daily per occupied room ancillary revenue for the
same month as the convention from the most recent year available.
FORCE MAJEURE
Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts
of God, inability to obtain labor or materials or reasonable substitutes
therefor, governmental restrictions, governmental regulations, governmental
controls, enemy or hostile governmental actions, civil commotion, riots, fires,
floods, explosions, quarantine, power shortages, power outages, or other causes
beyond the reasonable control of the party obligated to perform shall excuse the
performance by such party for a period of time equal to such prevention, delay
or stoppage. However, if the length of the prevention, delay or stoppage on the
party of one party as a result of a force majeure is such that continuation of
the contract becomes commercially impractical, the other party may terminate the
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FORCE MAJEURE
(continued)
contract upon notice to the party which is unable to perform, and neither party
shall have any further liability to the other party.
AMERICANS WITH DISABILITIES ACT
The hotel represents and MAGIC INTERNATIONAL acknowledges that beginning on
January 1, 1992, and continuing thereafter in accordance with the compliance
dates established or required under Title III of the Americans With Disabilities
Act and the regulations promulgated thereunder ("ADA"), the hotel facilities
being rented to MAGIC INTERNATIONAL under this Agreement, its guest rooms,
common areas and its transportation services will be in compliance with the
public accommodation requirements of the ADA.
AUXILIARY AIDS
MAGIC INTERNATIONAL agrees that by JUNE 26, 1998, it will furnish to the hotel a
list of any auxiliary aids needed in any meeting room or function space by its
attendees. Should such auxiliary aids be required, MAGIC INTERNATIONAL shall pay
all charges associated with the acquisition, rental or provision of such aids.
When requests for sleeping room assignments are made, please ask your attendees
to notify the hotel of their auxiliary aid needs, so that we may notify you as
to the names of businesses with which you may contract to obtain those aids.
OPTION STATUS
These arrangements are first-come, first serve. Space is confirmed definitely
only after receipt of the signed and counter-signed agreement. By signing and
returning this Agreement to the LAS VEGAS HILTON, you will enable the LAS VEGAS
HILTON to establish these arrangements on a definite basis, provided the dates
can be cleared.
INSURANCE
You agree, if requested by us, to obtain and keep in force, during the term of
its occupancy and use of our premises for your event, policies of general
liability insurance, specifically referring to and including the contractual
liability referred to in the indemnification paragraph above, premises
operations, broad form property damage, independent contractors coverage, and
personal injury liability with limits of $1,000,000.00 with such responsible
insurance companies satisfactory to us; and, if applicable, worker's
compensation insurance to statutory limits, employer's liability insurance with
limits of $100,000.00 and automobile liability insurance covering all owned,
non-owned and hired vehicles with limits satisfactory to us. The lndemnitees
named below shall be
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named as additional insured under the policies required by this paragraph. Your
insurance will be considered primary of any similar insurance carried by us. You
agree to deliver to us at least three (3) days prior to your event copies of
certificates of insurance for each policy required by us.
INDEMNIFICATION
To the extent permitted by law, you agree to protect, indemnify, defend and hold
harmless the Las Vegas Hilton Corporation, its parents, subsidiaries,
affiliates, successors and assigns, and the officers, directors, agents and
employees of each of them (collectively the "Indemnitee") against all claims,
losses or damages to persons or property, governmental charges or fines, and
cost (including reasonable attorney's fees), arising out of or connected with
your function, except those claims arising out of the negligence or willful
misconduct of hotel, its employees, officers, directors and agents. MAGIC
INTERNATIONAL'S indemnity obligations shall survive the termination of this
Agreement regardless of the reason for termination.
ENTIRE AGREEMENT
This agreement contains the entire agreement of the parties and supersedes all
previous agreements and understandings of the parties, written or oral. This
Agreement may be amended only in a writing signed by the parties.
SEVERABILITY
In the event a portion of this Agreement is declared invalid by a court of
competent jurisdiction, the remaining provisions shall remain in full force and
effect, unaffected by such declaration of invalidity. If the liquidated damages
provisions relating to the Performance Clause or Cancellation Policy are
declared to be invalid or unenforceable, the Las Vegas Hilton shall be entitled
to recover all of its actual damages for breach of these provisions.
ASSIGNMENT
This Agreement may not be assigned by MAGIC INTERNATIONAL without the prior
written consent of the Las Vegas Hilton, and shall be binding upon the
successors and permissible assignees of the parties.
LEGAL ACTION; ATTORNEY'S FEES; GOVERNING LAW
In the event of breach of this Agreement, the non-breaching party shall have the
remedies set forth herein and all remedies available at law or in equity. In
the event an action is commenced to enforce the terms of this Agreement, the
prevailing party in such action shall be entitled to payment
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LEGAL ACTION; ATTORNEY'S FEES; GOVERNING LAW
(continued)
of its reasonable attorney's fees by the losing party. Any such action must be
brought in Clark County, Nevada. This Agreement shall be governed by Nevada
law.
NOTICE
In the event it is necessary or desirable to give notice under the terms of this
Agreement, such notice shall be given by certified mail, return receipt
requested, by telefax or by a recognized overnight courier. Any notice sent by
certified mail shall be effective within three days of the date of mailing or
upon receipt, whichever is earlier. Notice sent by telefax shall be effective
upon confirmed transmission. Notice sent by a recognized overnight courier shall
be effective upon receipt. Any notice to the Las Vegas Hilton hereunder shall be
sent to 3000 Paradise Road, Las Vegas, Nevada 89109; Attention: Vice President
of Sales. Any notice to MAGIC INTERNATIONAL hereunder shall be sent to 6200
Canoga Ave., Suite 303, Woodland Hills, CA 91367. The parties may designate in
writing a new address for purposes of notice.
AUTHORIZATION
MAGIC INTERNATIONAL and the LAS VEGAS HILTON warrant and represent that the
executive signing this Agreement has authority to bind the MAGIC INTERNATIONAL
and the LAS VEGAS HILTON to the commitments made herein and such action is taken
with the full knowledge and approval of the governing body of the MAGIC
INTERNATIONAL and management of the LAS VEGAS HILTON.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and year
indicated below:
LAS VEGAS HILTON CORPORATION MAGIC INTERNATIONAL
dba LAS VEGAS HILTON
By: /s/ Mark Rittorno By:
______________________________ ____________________________
Mark Rittorno
Sr. Vice President-Hotel Operations
By: /s/ Thomas E. Page By:
______________________________ ____________________________
Thomas E. Page
Vice President of Sales
By: By:
______________________________ ____________________________
Gregg Weiler
Director of Sales
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Date:______________________________ Date:____________________________
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EXHIBIT A
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RESPONSIBILITY CLAUSE FOR EXHIBITS
The MAGIC INTERNATIONAL shall assume responsibility for any claims arising out
of the use of the exhibition premises of the LAS VEGAS HILTON. In this regard,
the MAGIC INTERNATIONAL agrees to indemnify and defend the LAS VEGAS HILTON and
its Owners, agents and employees against any claims or expenses arising out of
the use of the exhibition premises.
The MAGIC INTERNATIONAL agrees to obtain and maintain during the use of the
exhibition premises, Comprehensive General Liability Insurance, including
contractual liability covering the MAGIC INTERNATIONAL'S indemnity in this
Responsibility Clause. Such insurance shall be in the amount of not less than
$1,000,000 combined single lime for personal injury and property damage. The LAS
VEGAS HILTON, its Owners and Hilton LAS VEGAS HILTON'S Corporation shall be
named as additional insured on such policy, and MAGIC INTERNATIONAL shall supply
the LAS VEGAS HILTON with Certificates of Insurance at least 30 days prior to
the use of the exhibition premises.
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