CN-430000-D2119.pdf

WC172

Rev. 01/03/22 Page 1 of 5

HOTEL AGREEMENT

BETWEEN THE

DEPARTMENT OF FINANCIAL SERVICES

AND

ESLBV PROPERTY OWNER, LLC

The Department of Financial Services (Department), an agency of the state of Florida (State), and the ESLBV Property Owner, LLC (Hotel), hereby enter into the following Hotel Agreement (Agreement) whereby the Hotel will provide a block of rooms at a group rate, event space, and associated services, if any, for the Department. The parties agree to the following terms:

I. Group Information:

The Department The Hotel

Embassy Suites Orlando Lake Buena Vista Senior Management Leadership Training Resort

8100 Lake Street Orlando, FL 32836

Contact: Contact:

Tanner Holloman Leigh Swogger 200 East Gaines Street 8100 Lake Street Tallahassee, FL 32399 Orlando, FL 32836 Phone 850-413-1622 Phone 407-239-1144 Fax N/A Fax 407-239-1708 Email Tanner.Holloman@myfloridacfo.com Email Leigh.Swogger2@hilton.com

II. Dates: August 20, 2023 through August 23, 2023

III. Guaranteed Guest Room Accommodations:

The Hotel guarantees the number of guest rooms listed below according to the following schedule:

Dates Single/double occupancy rooms Sunday, August 20, 2023 27 Monday, August 21, 2023 27 Tuesday, August 22, 2023 27

Total Room Nights: 81

CHECK-IN: 08/20/2023 4:00 p.m.

CHECK-OUT: 08/23/2023 11:00 a.m.

The Hotel shall make every attempt to accommodate early arrivals or late departures based upon room availability.

IV. Guaranteed Rate:

The Hotel guarantees the following single/double occupancy room rate: $119.00 per room, per night. The State and its governmental entities are tax exempt, and the Hotel honors this tax exemption. In order to confirm an exempt status with the Hotel, a State Certificate of Tax Exemption must be provided to the Hotel with the signed Agreement.

V. Method of Reservation:

Cutoff Date: Reservations under this Agreement must be received on or before Friday, July 21, 2023. Reservations made after the cutoff date are subject to availability at the State rate.

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The Hotel shall reserve for the Department, on a definite basis, all guest rooms provided for in this room block at the guaranteed rate. In order to assign specific room types, the Hotel requests that such requests be received one (1) week prior to the Department arrival date of Sunday, August 20, 2023.

Reservations will be made by the Individual Reservation System: guests will make reservations directly with the Hotel by telephone at 800-377-8898. Payment will be made individually by each guests. A credit card number will be required to secure a room out of this block. Cancellations must be received 72 hours prior to arrival or a 1-room rate will be assessed.

Early Departure: The Hotel shall not charge guests early departure charges.

Cancellation of Guest Rooms: Guest room charges are not applicable to guest rooms cancelled by Thursday, August 17, 2023.

VI. Gratuities:

The Department will not pay gratuities.

VII. Promotional Considerations:

The Hotel has the right to review and approve any advertisements or promotional materials in event which reference a name or logo owned by the Hotel.

VIII. Billing:

must be received ten (10) days prior to the arrival date for the reservation. This check policy is non-negotiable.

IX. Parking:

day self-parking or $10 (per day) for overnight self-parking to the Department or guests.

X. Security:

The Hotel warrants that it maintains, and covenants that it shall continue to maintain, adequate security for the safety of guests and their property. The Hotel shall lock event space when unused; however, the Hotel is not responsible for the safekeeping of equipment, supplies, written materials, or other valuable items left in event spaces subject to the liability under applicable State law. The Department acknowledges that it will be responsible to safeguard any such items and assumes the responsibility for the loss thereof, subject to the liability under applicable State law. If required, in order to maintain adequate security measures in light of the size and/or nature of the Department event, the Department will provide (at the Department ) security personnel supplied by a reputable licensed guard or security company doing business in the city or county in which the Hotel is located, subject to the Hotel prior approval. Such security personnel may not carry weapons. Such action will be jointly discussed and agreed upon prior to hiring additional security personnel.

XI. Construction and Remodeling:

The Hotel warrants that the facility will remain in the same or better condition as it is at the time this Agreement is signed. The Hotel shall promptly notify the Department of any construction or remodeling to be performed in the facility prior to the Department The Hotel warrants that any such construction or remodeling will not interfere in any way with the Department the Hotel.

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XII. Fire, Health, and Safety:

The Hotel warrants that it is in compliance with all applicable local, state, and federal fire, health, and safety laws and codes.

XIII. Non-Discrimination:

The Hotel represents that it is in compliance with, and for the duration of this Agreement will continue to comply with, all applicable state and federal anti-discrimination laws, such as, but not limited to: Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d, et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794; the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101, et seq.; and the Omnibus Reconciliation Act of 1981, as amended, 42 U.S.C. 9849.

XIV. Change of Management:

In the event the Hotel experiences a change of management or ownership after this Agreement is signed, the Hotel shall promptly notify the Department. Any successor management or owner of the Hotel will be bound by the terms of this Agreement.

XV. Indemnification:

The Hotel shall hold the Department harmless for any and all expenses, damages, claims, losses, suits, or fees arising out of the The Department recognizes its liability for certain tortious acts of its agents, officers, and employees to the extent and limits in section 768.28, Florida Statutes (F.S.). This provision, however, is not a waiver of any right of defense that the Department may possess, and the Department reserves all such rights as against any and all claims that may be brought under this Agreement.

XVI. Statutory Provisions:

Annual Appropriation Contingency: The Department this Agreement is contingent upon an annual appropriation by the Legislature.

Scrutinized Companies: By entering into this Agreement, in accordance with the requirements of section 287.135, F.S., the Hotel certifies that it is not participating in a boycott of Israel. At the

Agreement may be terminated if the Hotel is placed on the Quarterly List Companies

The State Board of following link:

https://www.sbafla.com/fsb/FundsWeManage/FRSPensionPlan/GlobalGovernanceManda tes.aspx

Payment Process: Subject to the other terms of this Agreement, the Department shall pay the Hotel in accordance with section 215.422, F.S.

Vendor Rights: A Vendor Ombudsman has been established within the Department. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from an agency of the state of Florida. The Vendor Ombudsman may be reached at (850) 413-5516.

Inspector General: The Hotel understands its duty, pursuant to section 20.055(5), F.S., to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. The Hotel shall comply with this duty and cause its subcontractors performing services under this Agreement issued under this Agreement, if any, to comply with this duty.

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Convicted Vendors, Discriminatory Vendors, and Antitrust Violator Vendors: The Hotel is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S., that etitive solicitations of a public entity; to be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity; or to transact business with a public entity if it or its affiliates are placed on the convicted vendor, discriminatory vendor, or antitrust violator vendor lists of the Department of Management Services.

E-Verify: The Contractor and its subcontractors shall register with and use the E-Verify system as defined in section 448.095, Florida Statutes (F.S.), to verify the work authorization status of all newly hired employees. The Contractor shall comply with the requirements for contractors set forth in section 448.095(2), F.S. Pursuant to section 448.095(2)(c)1., F.S., if the Department has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S., the Department shall terminate the Contract. If the Department terminates the Contract pursuant to section 448.095(2)(c), F.S., the Contractor shall reimburse the Department for any additional costs the Department incurs as a result of terminating the Contract.

Department Inspections: If requested by the Department, the Hotel will permit the inspection of the records, papers, and documents listed in section 216.1366, F.S., and abide by the deadline mandated by section 216.1366, F.S.

XVII. Insurance:

The Hotel shall carry liability, fire, burglary, or other insurance necessary in an amount sufficient to protect the Hotel for any claims arising from activities conducted in the Hotel. The Department

-insurance.

XVIII. Force Majeure:

Neither party will be liable to the other for any delay or failure to perform under this Agreement if such delay or failure is neither the fault nor the negligence of the party (or its employees or agents) and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or

XVIX. Cancellation of Agreement:

The Department shall not terminate this Agreement for the sole purpose of holding the same event in another facility unless the Hotel fails to provide the accommodations as set forth in this Agreement. The Hotel shall not terminate this Agreement unless the Department fails to comply with the provisions of this Agreement. The Agreement may be cancelled upon mutual written agreement of the parties at any time.

XX. Warranty of Authority:

Each party to this Agreement warrants that the person signing this Agreement on its behalf has been duly authorized to do so and to bind the respective party to the Agreement.

XXI. Warranty of Ability to Perform:

The Hotel warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the

XXII. Governing Law:

The laws of the State will govern any dispute or interpretation of this Agreement, regardless of any choice of laws provision.

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XXIII. Severability:

If any term or provision of this Agreement is found for any reason to be invalid, illegal, or unenforceable, that finding will not affect the validity, interpretation, or enforceability of any remaining term or provision of the Agreement.

IN WITNESS HEREOF, and in consideration of the mutual covenants set forth above, the parties have caused to be executed this Agreement by their undersigned authorized officials.

DEPARTMENT OF FINANCIAL SERVICES ESLBV PROPERTY OWNER, LLC

Authorized Signature Date Authorized Signature Date

Typed or Printed Name Typed or Printed Name

Title Title