AGREEMENT BETWEEN. NATIONAL ASSOCIATION FOR COURT MANAGEMENT 300 Newport Avenue Williamsburg, VA Tel: (757) / Fax: (757)

Transcription

1 AGREEMENT BETWEEN NATIONAL ASSOCIATION FOR COURT MANAGEMENT 300 Newport Avenue Williamsburg, VA Tel: (757) / Fax: (757) and HILTON ORLANDO BONNET CREEK Bonnet Creek Resort Lane Orlando, FL Tel: / Fax: (703) Issued: September 16, 2008

2 NATIONAL ASSOCIATION FOR COURT MANAGEMENT 2012 ANNUAL MEETING AGREEMENT Agreement, made this 16 th day of September, 2012 by and between the Hilton Orlando Bonnet Creek (the Hotel") located at Bonnet Creek Resort Lane, Orlando, FL and National Association for Court Management (the "Association") located at 300 Newport Ave., Williamsburg, VA for the purpose of Association's (the Program") to be held (the Program Dates"). RECITALS The Hotel desires to accommodate Association's guests, and provide such other services as desired by Association. IT IS AGREED: 1. Guest Rooms Room Block - The Hotel shall hold and protect the following guest room block exclusively for the Program: Thursday July 12, Rooms Friday July 13, Rooms Saturday July 14, Rooms Sunday July 15, Rooms Monday July 16, Rooms Tuesday July 17, Rooms Wednesday July 18, Rooms Thursday July 19, Rooms Friday July 20, Rooms Saturday July 21, 2012 Departure For the purpose of this agreement, Program Dates are defined as the room block dates listed above. If necessary, based on historical room block utilization, this block and corresponding function space may be amended by Association, in writing, 30 days following the completion of each Annual Meeting leading up to the 2012 Annual Meeting. The final review will take place up to eleven (11) months prior to the program dates without liability. After this time, other revisions may be made to the block, if necessary, provided both the Hotel and Association mutually agree to the adjustment. Should the hotel increase its total number of sleeping rooms between the time this agreement is signed and the actual program, the Hotel will give Association first opportunity to use the rooms prior to offering them to other groups. Page 2 of 15

3 1.2 Blocked Suites - The above room commitment includes the following suites: N/A 1.3 Cutoff Date -The Hotel shall hold the room block until June 22, 2012 ("the cut-off date"). Room reservations received on or before the cut-off date shall be confirmed at the group rates. After the cut-off date, the Hotel may release any rooms not guaranteed for sale to the general public, after review with Association. The Hotel shall continue to accept reservations, at the group rates, after the cut-off date, on a space available basis. Such rooms shall accrue to the room block and be counted in the calculation of complimentary rooms. 1.4 Reservations The Hotel shall handle reservations as directed by Association on a complimentary basis. Association may make reservations for its staff and VIPs by rooming list To insure that all information on any housing form or housing process pertaining to the Hotel is correct and complete, Group may forward a sample copy of any housing form used in connection with the Program to the Hotel for review and approval prior to publication in Group's brochures or other promotional materials If the Association requests and technology allows, the Hotel will provide a complimentary dedicated weblink for reservations Reservations can be canceled up to 24 hours prior to arrival without penalty. If complete cancellation of an individual reservation takes place within 24 hours of the scheduled arrival a cancellation fee equal to one (1) night s room revenue will be charged with the exception of a personal or medical emergency where verification can be provided All room nights charged to individuals or the Association as cancelled rooms or no-shows will be included in the Association s room count/usage for the purposes of determining complimentary units, group room pick-up, commission due IMN Solutions, or any contractual requirement based on room night production. 1.5 Check-in and Check-out Check-in time is 3:00 pm. Check-out time is 11:00 am. Guests arriving prior to Hotel check-in time shall be accommodated as rooms become available. The Hotel shall accommodate late check-outs for VIPs, subject only to space availability The Hotel shall arrange to check baggage on a complimentary basis for guests arriving before check-in for whom rooms are not available, and for guests attending functions on their day of departure. Page 3 of 15

4 1.6 Guest Charges - Guests shall be responsible for their own room, tax, incidental and personal charges upon check-out including telephone, room service, bar, restaurant, and gift shop charges, except as otherwise directed in writing by Association. 1.7 Complimentary Rooms The Hotel shall provide one complimentary room night (unit) for each forty (40) (units) room nights actually occupied by Association at the group rate, on an accumulative basis. The Hotel shall credit Association's Master Account for the total number of complimentary accommodations accrued by Association at the group's average room rate In addition, the Hotel shall provide Association complimentary: 1.8 Concessions One (1) one-bedroom Presidential Suite to be available beginning July 12, 2012 through check-out on July 21, Two (2) two-bedroom Executive Suites to be available beginning July 12, 2012 through check-out on July 21, Five (5) upgrades to one-bedroom Junior Suites provided at the group rate throughout the Program Dates. Fifteen (15) upgrades to Concierge Level at the group rate throughout the Program Dates. One (1) complimentary one hour wine and cheese reception for up to 15 people will be extended. The Hotel will provide continuous shuttle service to theme parks and Downtown Disney to all attendees over Program Dates. A fifteen percent (15%) discount will be extended on in-house audio visual services in all meeting rooms if the preferred A/V provider is used. Ten (10) complimentary self-park passes will be provided to Association. Hotel agrees to offer a twenty percent (20%) discount off of prevailing parking rates for all attendees. Five (5) complimentary VIP welcome amenities (Hotel s choice), provided and delivered by Hotel. Five (5) complimentary Internet access passes for VIPs will be provided over Program Dates (in addition to the five (5) being offered in section 1.9). Complimentary internet connections will be provided in the office and registration area over the Program Dates. No early departure fee will be charged to attendees. A three (3) night complimentary stay will be extended based on availability to be used as a promotion to market the meeting and destination. Six (6) complimentary room nights for staff for preplanning purposes, based on availability. Complimentary use of Hotel fitness facilities is provided for all Hotel guests. Hotel will extend the rates of $ single/double for the 2011 Board of Directors meeting to be held at the property in October of Page 4 of 15

5 2011, based on availability. Meeting space will be provided complimentary for this meeting. 1.9 Staff Rooms - The Hotel shall provide twenty (20) rooms for Association's staff at a fifty (50%) percent discount from the group rate ("Staff Rate"). The Hotel shall provide complimentary nightly turndown service in each of these rooms. In addition, the hotel will offer complimentary phone calls and in-room internet to five (5) of these staff rooms Walk Policy - Should the Hotel overbook on any night during Association s conference, Hotel agrees that transient guests will be relocated before any guaranteed Association s guests are "walked". Should potential for relocating a guaranteed Association guest occur, a printout of these guests' names will be run and shown to a designated Association staff member. The staff member will indicate any VIPs, speakers, etc., who under no circumstances should be relocated. An Association guest who is relocated will be housed at the nearest comparable or superior hotel at the conference Hotel's expense for the first night or as long as they are displaced; complimentary transportation to and from the hotel will be provided; and a long-distance telephone call will be provided upon request. Walked attendees will have priority status on being returned to the contracted Hotel. Hotel operator will provide callers with attendee s new location. Any walked room nights will be included in the group's room count/usage for the purposes of determining complimentary units, group pick up, commission due IMN Solutions, or any contractual requirement based on room night production. 2. Rates, Fees and Charges Guest Room Rates - The Hotel confirms to Association guest room rates of $ single or double occupancy, exclusive of applicable state and local taxes, currently 12.5%. A charge of $9.95 for in-room internet will be available for all hotel guests. If this charge is reduced or offered complimentary, it will be extended to all association attendees. No additional fees will be incurred by the Association or its attendees Association rates shall not be greater than the lowest rate offered to guests of the Hotel over the Program dates. This applies to all rates offered, regardless of booking method, to include the Hotel s or another party s web site. After contract ratification, should the Association or the Hotel discover that a lower rate is offered, the Hotel agrees to either immediately withdraw that rate offer or apply that rate to all existing and subsequent Association rooms booked. 2.2 Rate Caps - Association rates shall be subject to the following caps: Room rates have been guaranteed for Page 5 of 15

6 2.3 Family Plan - Children 18 years of age or under may stay in their parent's room at no charge. 2.4 Rate Applicability Pre and Post - Association rates shall apply beginning July 9, 2012 through and including July 23, 2012, with rooms outside the block subject to availability. 2.5 Gratuities - Except in the case of group functions, gratuities, exclusive of service charges, at the Hotel for individuals utilizing the Hotel facilities shall be at the discretion of the guest. 2.6 Incidental Charges - Charges and fees for parking, valet service, shuttle service, golf, and other amenities shall not exceed the usual and customary fee charged to the Hotel guests. 2.7 Commissions - Room rates will be commissionable at ten percent (10%), and payable by Hotel, to IMN Solutions, 1110 North Glebe Road, Suite 580, Arlington, VA 22201; Phone: 703/ , Fax: 703/ , IATA # Master Account Hotel and group further agrees that without written consent from IMN Solutions, payment of commission for any and all rooms utilized in conjunction with this meeting is non-cancelable and non-transferable to another party. 3.1 Establishment - The Hotel shall establish a Master Account for Association, subject only to objective standards of creditworthiness. 3.2 Charges - Charges may be made to Association's Master Account only by those individuals specifically authorized in writing by Association's authorized representative(s). All fees, costs and other expenses, unless specifically authorized by Association in writing or as otherwise provided in this Agreement, shall be paid by the party incurring the charge. 3.3 Daily Review - Association and the Hotel each shall designate a representative to meet on a daily basis during Association's stay to review and verify the previous day's charges to the Master Account. 3.4 Billing - The Master Account shall be billed to: National Association for Court Management, 300 Newport Ave., Williamsburg, VA and directed to the attention of Valerie Hansford, Conference Services Manager, within thirty (30) days of close of program. 3.5 Payment - Upon receipt of the Master Account statement, Association shall promptly advise the Hotel of any discrepancies or errors so that the Hotel may review and, if necessary, make proper adjustments. The balance, exclusive of disputed charges, shall be payable upon receipt of the Master Account statement, and no interest charges shall be assessed provided payment is made Page 6 of 15

7 4. Function Space - within thirty (30) days of receipt. Upon resolution of any disputed charges, the Hotel shall re-bill the remaining charges to Association. Payment of these charges shall be payable upon receipt of the statement, (provided postconvention report has been received by Association; see Section 8), and no interest charges shall be assessed provided payment is made within thirty (30) days of receipt. 4.1 Space Hold - The Hotel shall hold for Association's use certain function space, and exhibit space if applicable, in the Hotel as follows: (See Attachment A) 4.2 Complimentary Space - Function space will be provided on a complimentary basis (including but not limited to lighting, heat and air conditioning) to Association and all in conjunction with (ICW) organizations. Association or its designee will assign specific function space to its affiliates or exhibitors, who wish to hold events as part of the program. The Hotel shall refer all such requests to Association or its designee until Association releases meeting space back to the Hotel. The Hotel shall provide, in each room equipped with a permanent amplification system, at least one microphone and microphone patch, in effective working order, at no charge. 4.3 Complimentary Set-Up - The Hotel shall provide at no charge a standard amount of equipment for meeting and food & beverage functions (i.e., chairs, tables, lecterns, blackboards, easels, pads, pencils, water and candy dishes, etc.) and set-up in each room up to seating capacity, as requested by Association. Based upon availability, the Hotel will honor Association s requests to hold room sets over a 24-hour period. 4.4 Staff Office The Hotel will furnish a complimentary meeting room in a convenient location for use by Association s staff and a minimum of two complimentary phone lines with access for local, 800# and long-distance calls (i.e. no service charge to connect to long-distance calls), as well as one complimentary Internet line and one complimentary wireless connection. There will be no charge for local phone calls placed from the staff office, or for faxed information received by the Hotel for Association, relative to the successful performance of the Association s meeting. 4.5 Quiet Enjoyment - The Hotel shall be responsible for ensuring that Association's use of all function space is free from outside distractions, disturbances and interruptions. Walls shall be sound-proof, but if they are not, the Hotel shall avoid assigning to any function room(s) adjacent to or across from Association's function rooms any group which may generate noise sufficient to detract from Association's functions and, in effect, create a distraction to Association, its participants and guests. If necessary, the Hotel shall leave an empty room between Association and such other group as a buffer to eliminate the risk of disturbance. In the event Association's use of any function space is disturbed Page 7 of 15

8 despite these efforts, upon notice from Association the Hotel shall respond immediately to cause such disturbance to cease. 4.6 Reassignment of Confirmed Space - The Hotel shall not reassign any function space committed to Association without Association's prior written consent. Should Association agree to temporarily release space, Association will not be charged teardown or reset charges, including, but not limited to, audiovisual, supplemental lighting, etc. The hotel agrees not to show function space while sessions are in progress. 4.7 Signs - Association may display a professionally designed sign or monitor on a stand outside each function room and in the lobby of the Hotel (precise location of the latter to be approved by Hotel's General Manager), and professionally designed directional signs as needed in escalator, elevator and stairway areas. 4.8 Final Program - Association shall provide the Hotel with a final program, reflecting expected registration figures, no later than thirty (30) days prior to the Program Dates. Upon written mutual consent, the Hotel may thereafter release any function space that has not been committed to use by Association, provided five (5) days written notice of intent to release space has been granted. Any further requests by Association for additional function space shall be honored by the Hotel on a space available and complimentary basis. 4.9 Outside Service Vendors - With the exception of hotel s exclusive service providers at the time of contract signing, Association reserves the right to bring in their own outside service vendors, (such as an audio-visual company and others that Association deems appropriate), during the conference dates, without charge by Hotel. 5. Program Coordination - The Hotel shall designate one of the professionals in its Convention Service Department to handle and oversee all aspects of Association's Program. The Hotel's Convention Services professional assigned to Association shall contact Association by one (1) year prior to Program Dates to review and coordinate Association's overall program needs and assure that everything is in order for a successful meeting. 5.1 Radio Contact - At all times during the Program, the Convention Coordinator and necessary staff shall be in contact with one another by radio or equivalent technology, a sufficient number of which shall be extended by the hotel on a complimentary basis. 5.2 Résumé - The Hotel shall submit its résumé to Association three (3) weeks in advance of the Program Dates so that Association may make any necessary revisions before the résumé is circulated to the Hotel's staff. 6. Shipping and Handling - If it is necessary for Association to ship materials to the Hotel, each item shall be properly packed and marked with (a) Association's name and contact; (b) the date of the Program; and (c) the name of the Hotel contact. Association shall ship materials ahead only as reasonably necessary, but no more than five (5) days prior Page 8 of 15

9 to the Program Dates. The Hotel shall receive, store in a secure location, and deliver such materials at no charge to Association. 7. Catering, Food and Beverage 7.1 Price Confirmation - The Hotel will provide Association with food and beverage menus and price listings one (1) year in advance of the Program Dates. The Hotel agrees to guarantee the prior year pricing, or offer a flat ten (10%) percent discount on food and beverage across the board, whichever is lower. In no event shall confirmed prices exceed the Hotel's then prevailing prices and no additional fees will apply based on minimum attendance. Unless specifically required by state and local law, Association will not pay taxes on gratuities, only on the basic food and beverage costs. 7.2 Food and Beverage Functions - The Hotel's catering department shall accommodate Association's food and beverage requirements. Association shall provide the Hotel with an estimate of the number of persons attending each food and beverage function at least thirty (30) days before the function, and a minimum guarantee of the number of people who will attend forty-eight (48) hours in advance of the function. The Hotel shall set up accommodations and food and beverage for up to five percent (5%) over the guaranteed minimum, the specific percentage as directed by Association. 7.3 Taxes and Other Charges - Food and beverage functions are subject to applicable tax(es), currently 6.5%, and a gratuity of 22%. Gratuity must be guaranteed at least one (1) year prior to the Program Dates. 7.4 Catering Manager - The Hotel shall assign Association a Catering Manager by no later than one (1) year prior to Program Dates, who will coordinate all phases of Association's banquet requirements, and function as a liaison with the Hotel's service staff. 8. Post Convention Report - The Hotel shall provide Association with a complete "Report of Convention" for the Program thirty (30) days after the conclusion of the meeting. This report will include room pick-up, percentage of singles/doubles, no show factor, cancellation rate, as well as food and beverage activity to include room service, restaurant usage, banquet and affiliate functions. Final master account billing will not be paid until receipt of this report. 9. Audit - If a discrepancy exists between the Hotel s pick-up figures and the pick-up figures believed to be accurate by the Association, the Association will furnish to the Hotel the Association s list of registrants for comparison with the Hotel s reservation list in order to cross-reference individuals and companies registered for the conference and occupying rooms and/or suites in the Hotel during Association s dates. If either the Association or Hotel can identify guests whose reservations were not properly credited to Association s block, then these room nights will be credited to Association s block for pick-up purposes and for commission due IMN Solutions, regardless of the rate paid by the guest. Association will not be responsible for payment of out of order rooms, rooms being renovated, rooms that were held for sale to the hotel s preferred customers Page 9 of 15

10 and rooms that were billed to other individuals and groups for attrition and/or cancellation. The total number of rooms in each of these categories will be deducted from the Hotel s total number of rooms in determining Association s performance under the terms of this contract. 10. Alcoholic Beverages 10.1 Service of Alcoholic Beverages - If alcoholic beverages are to be sold or served on the Hotel premises (or elsewhere under the Hotel's alcoholic beverage license), such beverages shall be dispensed only by the Hotel's employees and bartenders Service Requirements - The Hotel shall: (a) request proper identification (photo ID) of any person of questionable age and refuse alcoholic beverage service if the person is either under age or proper identification cannot be produced, and (b) refuse alcoholic beverage service to any person who, in the Hotel's judgment, appears intoxicated Training - The Hotel represents and warrants that all Hotel personnel have undergone adequate training to prevent any incidents which could result in claims of liquor liability. 11. Recreational Facilities 11.1 Complimentary Facilities - The Hotel shall make available to Association's guests, on a complimentary basis, such recreational facilities which are regularly provided to Hotel's guests on a complimentary basis. 12. Duties, Responsibilities, Representations and Warranties of the Hotel 12.1 Safety Code Compliance - The Hotel represents and warrants that it shall be in full compliance with all applicable governmental laws and regulations during the Program Dates, including, but not limited to, all applicable fire, health and safety codes and regulations. The Hotel shall provide a copy of the most recent fire inspection and health department inspection reports upon request by Association Emergency Preparedness Hotel confirms they have an Emergency Preparedness plan and will make available to Association upon request Quality of the Hotel - The Hotel represents and warrants that the quality of its services and the physical condition of the Hotel shall be the same or better at the time of performance than at the date of execution of this Agreement. Such determinations shall be made by Association's authorized representative exercising reasonable judgment Americans with Disabilities Act Compliance Compliance - The Hotel shall comply with all public accommodations requirements of the Americans with Disabilities Act (ADA), as necessary to provide goods and services to disabled individuals. Page 10 of 15

11 Representation - The Hotel represents, by entering into this Agreement, its compliance with the ADA. This representation is a major factor in Association's determination to use this facility Identification of Needs - Association shall attempt to identify in advance any accommodation needs of disabled registrants, faculty and guests, and will notify the Hotel of such needs for accommodations as soon as they are identified. The Hotel shall notify Association of every request for accommodation which it may receive otherwise than through group to facilitate identification by Association of its own accommodation obligations. 13. Insurance - The Hotel and Association each shall carry adequate liability and other insurance protecting itself against any claims arising from any activities conducted at the Hotel during the Program. 14. Indemnification 14.1 Obligation of the Hotel - The Hotel shall indemnify, defend and hold harmless Association, its officers, directors, employees, and agents, and each of them, from any and all claims, actions, causes of action, demands or liabilities of whatsoever kind and nature including judgments, interest, attorneys' fees, and all other costs, fees, expenses and charges which Association, its officers, directors, employees, agents and members, and each of them, may incur arising out of the negligence, gross negligence or willful or wanton misconduct of the Hotel, its officers, directors, employees, or agents Obligation of Association - Association shall indemnify, defend and hold harmless the Hotel, its officers, directors, employees, and agents, and each of them, from any and all claims, actions, causes of action, demands or liabilities of whatsoever kind and nature including judgments, interest, attorneys' fees, and all other costs, fees, expenses and charges which the Hotel, its officers, directors, employees, and agents, and each of them, may incur arising out of the negligence, gross negligence or willful or wanton misconduct of Association, its officers, directors, employees, or agents. 15. Rights of Cancellation 15.1 Cancellation Generally - Neither party shall have the right to cancel its obligations under this Agreement except as otherwise provided herein Force Majeure - The parties performance under this agreement is subject to events or occurrences beyond their control such as, but not limited to, acts of God, war or threat of war, government retaliation against foreign or domestic enemies, terrorism, governmental regulation, civil disorder, recognized health threats as determined by the Center for Disease Control or local health agency, disaster, fire, strikes either real or threatened, (exception: hotel may not terminate or suspend this agreement for strikes or work stoppages involving their respective employees or agents), informational picketing, curtailment of Page 11 of 15

12 transportation facilities, or other similar cause beyond the control of the parties making it from an economic, political, personal safety, or policy basis, illegal, inadvisable, or impossible to hold the meeting, provide the facility, or provide the services outlined in this agreement. The agreement may be terminated, and/or specific nonperformance or under-performance may be excused, without penalty or payment, for any one or more of such reasons by written notice from the Association Financial Difficulties - In the event that either party shall make a voluntary or involuntary assignment for the benefit of creditors, enter into bankruptcy proceedings, become insolvent or subject to foreclosure, or take any other action for the benefit of creditors or relief of debtors, the other party shall have the right to cancel this Agreement without liability upon written notice to the other Deterioration of Quality - Should the Hotel suffer a substantial deterioration in the quality of its facilities or services at any time after contract signing, (as determined by either the AAA Diamond or Mobil Star ratings, whichever the Hotel utilizes at the time of contract signing), Association shall notify the General Manager of its concerns in writing. Should the General Manager be unable to correct the deficiencies of the facilities or services to Association's expectations, Association may cancel this Agreement without liability upon written notice to the Hotel Construction or Renovation - The Hotel is not aware of any construction or renovation of Hotel to be performed during or near the Program Dates and the Hotel warrants that any such occurrence shall not interfere in any way with the Association s use of the Hotel. The Hotel agrees to notify the Association of any construction or renovations that may occur during the Program Dates or that may disrupt the Hotel s facilities during the Program Dates, even if actual construction is not occurring during those dates, within 30 days of deciding to undertake such construction or renovations. If the Association, in its reasonable judgment, determines that the construction or renovation will materially disrupt its meeting, it may cancel this agreement without penalty upon written notice to the Hotel. In the event the meeting is disrupted due to the Hotel s construction or renovation project (if any), the Hotel and Association will agree to an appropriate compensation for the inconvenience caused Strike or other Labor Dispute - The Hotel will provide Association with a list of any and all unions which have jurisdiction in the Hotel and will notify Association no later than one (1) year prior to the Program Dates of any contract renewals applicable for the coming year. The Hotel is obligated to advise Association within ninety (90) days prior to the Program Dates of any labor disagreement which might impact or overlap the program dates. In the event of any strikes, work stoppages or other labor disputes, actual or threatened, involving the Hotel employees, the Hotel shall promptly notify Association, and Association shall have the right to cancel this Agreement without any liability upon written notice to the Hotel if, in Association's reasonable judgment, such labor dispute may tend to materially disrupt or interfere with the use of the facilities or quality of service to be provided under this Agreement. Page 12 of 15

13 15.7 Change in Management or Franchise Contract - The Hotel shall promptly notify Association if there is a change in the management or franchise contract of the Hotel prior to the Program, and Association shall have the right to cancel this Agreement without liability upon written notice to the Hotel Alternate Facilities - The Hotel agrees to reimburse the Association in the event the Hotel should cancel the sleeping and/or meeting space commitment. The Hotel agrees to reimburse the Association for the cost of moving the convention, i.e., expenses covering additional site inspections in the same city or another city. If the cancellation occurs less than thirteen (13) months prior to the convention dates, the Hotel will also reimburse the Association for re-printing any promotional material, postage and telephone costs for notifying attendees and exhibitors. Any added costs, e.g., function space rental that the Association incurs at another Hotel or facility, but wouldn't have under the Hotel's original contract, will also be reimbursed. All penalties are to be paid within thirty (30) days after the convention Refund Included - The phrase "without liability" wherever used in this Agreement shall be deemed to include a refund by the Hotel of all deposits and prepayments made. 16. Cancellation Fee 16.1 Assessment of Fee - In the event of any cancellation of this Agreement by Association not otherwise permitted under this Agreement, Association shall pay liquidated damages, not a penalty, to the Hotel, as set forth in this Section Calculation of Fee - This fee shall be a percentage of two peak nights guest room revenue (two peak nights guest room revenue shall be equal the Association s lowest conference [single] room rate, multiplied by the number of rooms blocked on two peak nights), according to the following schedule: Notification of Cancellation Two Peak Nights Prior to Arrival Guest Room Revenue 0-90 Days 100% Days 80% Days 60% Days 50% 730 Days Date of Signature 40% 16.3 Credit to Association for Replacement Business - The Hotel shall attempt to mitigate its losses by reselling the Association s canceled rooms. If the Hotel is able to replace this canceled business, the collected amount will be credited to Association. If only a percentage of the lost revenue is recovered, the difference between this figure and the fee will be credited to Association. The Association shall be credited for all rooms resold over the Program Dates. Any remaining lost revenues owed to the Hotel by the Association will be paid within 30 days after the date of the Association s original departure, so that resold rooms can be Page 13 of 15

14 credited. The Hotel reserves the right to sell its remaining inventory before reselling the Association s canceled rooms. 17. Attrition Damages, Fees, and Penalties It is understood and agreed that Association will hold this convention (subject to the provisions of Section 15 [rights of cancellation section]) and will be afforded the full opportunity to hold this convention by The Hotel, regardless of attendance or guest room usage. In the unlikely event that attendance or guest room pick-up is less than anticipated based on prior history, the Association will be financially damaged in that its fixed expenses of staff salaries/benefits, promotions, planning meetings, expenses of staff management and major speakers, and lost convention registration revenue cannot be recovered. Furthermore, The Hotel may be damaged as well if it cannot resell the sleeping rooms or function space reserved on behalf of its own interests and on behalf of the Association. It is understood and agreed that neither the Association nor the Hotel may seek damages, penalties or fees from each other due to the lack of convention attendance or guest room usage, nor can the Association receive additional compensation, other than additional complimentary room nights provided for in Section 1.7, should the convention attendance or guest room usage exceed expectations. 18. Breach by the Hotel - Failure by the Hotel to provide the space and/or services as agreed, or breach of any representation or warranty by the Hotel, shall render the Hotel liable to Association for all direct and indirect damages, expenses, attorneys' fees, and costs incurred by Association on account of such breach. Exercise by Association of any of its rights under Section 15 of this Agreement shall not waive or otherwise affect this provision. 19. Claims and Disputes - In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity of it, the parties shall first attempt to resolve the matter over a period of at least thirty (30) days before resorting to formal dispute resolution, except that equitable remedies may be sought immediately. 20. Notices - Any notice or communication to be given under this Agreement shall be in writing by any legal communications method where receipt has been confirmed. Any such notice of communication shall be deemed delivered on the date this receipt is confirmed. 21. Miscellaneous 21.1 Section Headings - Section headings in this Agreement are included for convenience of reference only, and if there is any conflict between any of such headings and the text of this Agreement, the text shall control Modification - This Agreement may not be amended or modified except by a written document executed in the same manner as this Agreement Waiver - Waiver by either party of any term or condition of this Agreement or any breach shall not constitute a waiver of any other term or condition or breach of this Agreement. Page 14 of 15

15 21.4 Subsequent Invalidity - If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be impaired or affected thereby. 22. Jurisdiction - This Agreement contains the entire agreement with respect to the subject matter hereof and supersedes all previous Agreements and proposals. This Agreement shall be interpreted and construed by the laws of the State of Virginia and the parties agree that any suit arising out of breach of the Agreement must be brought in the State of Virginia and jurisdiction over the matter and the parties and venue properly lies in the State of Virginia. 23. Warranty of Authority - Hotel and the person signing this Acceptance on its behalf represent and warrant that the below-signed person is a duly authorized and appointed agent of Hotel, fully empowered to bind Hotel to all provisions contained in this Agreement, and that no further action is required on Hotel's part to enter this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and date first written above. NATIONAL ASSOCIATION FOR COURT MANAGEMENT HILTON ORLANDO BONNET CREEK By: (Signature) By: (Signature) Name: (Print) Name: (Print) Title: Title: Date: Date: Page 15 of 15

16 Attachment A SCHEDULE OF EVENTS Date Start Time End Time Function Room Setup Agr Fri, 7/13/12 12:00 AM 11:59 PM Office Bay Office Fri, 7/13/12 8:00 AM 5:00 PM Meeting/Session Broward Classroom 6 ft 10 Sat, 7/14/12 12:00 AM 11:59 PM Office Bay Office Sat, 7/14/12 8:00 AM 3:00 PM Meeting/Session Broward Rounds of 6 25 Sat, 7/14/12 12:00 PM 1:00 PM Lunch Brevard Rounds of 8 40 Sat, 7/14/12 1:00 PM 5:00 PM Meeting/Session Dade Conference 25 Sun, 7/15/12 12:00 AM 11:59 PM Office Bay Office Sun, 7/15/12 8:00 AM 12:00 PM Meeting/Session Dade Conference 25 Sun, 7/15/12 9:00 AM 5:00 PM Meeting/Session Orange Classroom 6 ft 50 Sun, 7/15/12 10:00 AM 11:59 PM Registration Floridan Ballroom Grand Foyer Registration West Sun, 7/15/12 1:00 PM 4:00 PM Meeting/Session Broward Rounds of Sun, 7/15/12 3:00 PM 5:00 PM Meeting/Session Nassau Classroom 6 ft 50 Sun, 7/15/12 4:30 PM 5:30 PM Meeting/Session Palm Beach Classroom 6 ft 50 Sun, 7/15/12 5:15 PM 6:00 PM Reception Stations Citrus/Collier Reception 200 Sun, 7/15/12 6:00 PM 8:00 PM Reception Stations The Island Rounds of Sun, 7/15/12 6:00 PM 8:00 PM Weather Back-up Bonnet Creek Ballroom Salons X,XI,XII Rounds of Mon, 7/16/12 12:00 AM 11:59 PM Registration Floridan Ballroom Grand Foyer Registration West Mon, 7/16/12 12:00 AM 11:59 PM Office Bay Office Mon, 7/16/12 12:00 AM 11:59 PM Exhibit Booths Floridan Ballroom Exhibit Booth 10 x 10 Mon, 7/16/12 8:00 AM 5:00 PM Meeting/Session Brevard Rounds of Mon, 7/16/12 8:00 AM 5:00 PM Meeting/Session Broward Rounds of Mon, 7/16/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon I Classroom 6 ft 100 Mon, 7/16/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon II Classroom 6 ft 100 Mon, 7/16/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon III Classroom 6 ft 100 Mon, 7/16/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon X Classroom 6 ft 100 Mon, 7/16/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon XI Classroom 6 ft 100 Mon, 7/16/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon XII Classroom 6 ft 100 Mon, 7/16/12 8:30 AM 5:00 PM General Session Bonnet Creek Balloom Classroom 6 ft 550 IV,V,VI,VII,VIII,IX Mon, 7/16/12 11:45 AM 1:30 PM Lunch Bonnet Creek Balloom IV,V,VI,VII,VIII,IX Rounds of Tue, 7/17/12 12:00 AM 11:59 PM Exhibit Booths Floridan Ballroom Exhibit Booth 10 x 10 Tue, 7/17/12 12:00 AM 11:59 PM Office Bay Office Tue, 7/17/12 12:00 AM 11:59 PM Registration Floridan Ballroom Grand Foyer Registration West Tue, 7/17/12 8:00 AM 5:00 PM Meeting/Session Brevard Rounds of Tue, 7/17/12 8:00 AM 5:00 PM Meeting/Session Broward Rounds of Tue, 7/17/12 8:30 AM 9:45 AM General Session Bonnet Creek Balloom Classroom 6 ft 550 IV,V,VI,VII,VIII,IX Tue, 7/17/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon II Classroom 6 ft 100 Tue, 7/17/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon III Classroom 6 ft 100 Tue, 7/17/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon X Classroom 6 ft 100 Tue, 7/17/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon XI Classroom 6 ft 100 Tue, 7/17/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon XII Classroom 6 ft 100 Tue, 7/17/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon I Classroom 6 ft 100 Wed, 7/18/12 12:00 AM 11:59 PM Registration Floridan Ballroom Grand Foyer Registration West Wed, 7/18/12 12:00 AM 11:59 PM Office Bay Office Wed, 7/18/12 12:00 AM 11:59 PM Exhibit Booths Floridan Ballroom Exhibit Booth 10 x 10 Wed, 7/18/12 8:00 AM 5:00 PM Meeting/Session Broward Rounds of 10 10

17 Wed, 7/18/12 8:00 AM 5:00 PM Meeting/Session Brevard Rounds of Wed, 7/18/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon I Classroom 6 ft 100 Wed, 7/18/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon II Classroom 6 ft 100 Wed, 7/18/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon XII Classroom 6 ft 100 Wed, 7/18/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon XI Classroom 6 ft 100 Wed, 7/18/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon X Classroom 6 ft 100 Wed, 7/18/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon III Classroom 6 ft 100 Wed, 7/18/12 10:00 AM 12:00 PM Meeting/Session Floridan Ballroom Special Setup Instructions Wed, 7/18/12 12:00 PM 1:00 PM Lunch Floridan Ballroom Special Setup Instructions 550 Thu, 7/19/12 12:00 AM 11:59 PM Office Bay Office Thu, 7/19/12 8:00 AM 5:00 PM Meeting/Session Brevard Rounds of Thu, 7/19/12 8:00 AM 5:00 PM Meeting/Session Broward Rounds of Thu, 7/19/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon II Classroom 6 ft 100 Thu, 7/19/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon III Classroom 6 ft 100 Thu, 7/19/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon X Classroom 6 ft 100 Thu, 7/19/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon XI Classroom 6 ft 100 Thu, 7/19/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon XII Classroom 6 ft 100 Thu, 7/19/12 8:30 AM 5:00 PM Workshop Bonnet Creek Ballroom Salon I Classroom 6 ft 100 Thu, 7/19/12 8:45 AM 5:00 PM General Session Bonnet Creek Balloom Classroom 6 ft 550 IV,V,VI,VII,VIII,IX Thu, 7/19/12 12:00 PM 1:30 PM Lunch Bonnet Creek Balloom Rounds of IV,V,VI,VII,VIII,IX Thu, 7/19/12 6:00 PM 10:00 PM Dinner Bonnet Creek Balloom IV,V,VI,VII,VIII,IX Rounds of Fri, 7/20/12 12:00 AM 11:59 PM Office Bay Office Fri, 7/20/12 9:00 AM 12:00 PM Board Meeting Dade Conference 25