EXHIBIT 10.10
CONFIDENTIAL
[*]: CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
LUXOR(R)
LAS VEGAS
1999 WHOLESALE CONTRACT AGREEMENT
This Agreement is between Las Vegas Reservation Systems (hereinafter referred to
as "SUPPLIER") and Ramparts, Inc. (hereinafter referred to as "HOTEL"), whereby
HOTEL agrees to provide room nights to SUPPLIER and SUPPLIER agrees to provide
occupied room nights to HOTEL based upon the terms, provisions and conditions
set forth herein.
I. TERM OF AGREEMENT
The term of this Agreement will commence January 3, 1999 and continue
through January 2, 2000 unless earlier terminated as provided in this
Agreement.
II. ROOM ALLOTMENT
A. Hotel will supply SUPPLIER with the number of rooms for the
nights specified ("room allotment") and at the rates specified
in Exhibit A, attached hereto.
B. Room allotments are not transferable or assignable by SUPPLIER
to any party.
C. All rooms will be located at Luxor Las Vegas. However, should
circumstances beyond the control of HOTEL occur (such as fire,
flood or the elements, acts of God, riots, labor strikes,
civil commotion, utility failure, mechanical or electrical
failure, or similar events beyond the control of HOTEL), HOTEL
may find it necessary to relocate the group to a comparable
hotel. The room rate for the comparable hotel will be at the
same room rate specified in Exhibit A, attached hereto.
III. ROOM RATES
A. All room rates are valid for the periods specified in Exhibit
A. Sunday through Thursday nights will receive the midweek
rate. Friday and Saturday nights will be subject to the
weekend rate.
B. The room rates for each room are set forth in Exhibit A. If
more than two (2) persons occupy a room, an additional [*]
per night, triple occupancy, and [*] per night, quad
occupancy, will be added to the contracted room rate. No more
than four (4) persons may share a room. Children under age
twelve (12) may share a room with their parents at no
additional charge, provided no portable beds are requested.
LUXOR HOTEL / CASINO
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ * ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ * ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇.▇▇▇
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C. Room rates do not include ▇▇▇▇▇ County tax (currently nine per
cent {9%}) or other applicable taxes or charges imposed by
authorities on the sale of room nights (currently none). The
taxes and charges are subject to change without notice. The
taxes and charges in effect on the date the room night is used
will be added to the room rate.
D. Room rates do not include any commission, fee or other payment
to SUPPLIER. HOTEL is not responsible for payment of any
commission, fee or other payment to SUPPLIER.
IV. BAGGAGE HANDLING
Room rates do not include baggage-handling fees. A [*] per
person, per visit baggage handling fee will be charged for all
groups (10 or more rooms reserved in a single reservation), or
those guests requiring and having prepaid such baggage
service. ALL BAGS must be properly tagged with guest's name.
This [*] baggage fee is subject to change.
V. ROOM LIST:
A. [*] prior to each arrival date, SUPPLIER must supply to the
HOTEL Reservation Department a Rooming List, setting out the
total number of guests, roommate assignments, arrival and
departure information and any other information requested by
HOTEL.
B. If the Rooming List is not received [*] prior to the arrival
date, the HOTEL reserves the right to cancel the entire room
allotment for that specific date by telephonic or facsimile
notice to the SUPPLIER.
C. The number of rooms requested in the [*] Rooming List will fix
the number of rooms reserved by SUPPLIER for the arrival date
specified, unless SUPPLIER has guaranteed additional rooms as
permitted in Section VI.B. below.
D. SUPPLIER agrees to promptly notify HOTEL of any changes in the
Rooming List. Receipt of such notice will not obligate HOTEL
to accommodate requests for additional rooms, except as
permitted under Section VI.B. nor will it release SUPPLIER
from its 48 hour guarantee of the number of rooms fixed in the
[*] Rooming List.
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VI. ROOM GUARANTEE:
A. If SUPPLIER fails to consistently utilize its entire room
allotment, the HOTEL may reduce SUPPLIER'S room allotment to a
level consistent with SUPPLIER'S room usage.
B. SUPPLIER agrees to notify HOTEL whenever it appears that
Supplier will not fully utilize its room allotment for any
date(s). At [*] and at [*] prior to each arrival, SUPPLIER
shall provide HOTEL with its expected room allotment
utilization. HOTEL reserves the right to reduce SUPPLIER'S
room allotment for any date(s) should SUPPLIER'S expected
use of its room allotment as disclosed in the [*] notice
fall below the room allotment originally allocated to
SUPPLIER. If HOTEL reduces SUPPLIER'S room allotment,
SUPPLIER will retain the remainder of the room allotment
guaranteed to SUPPLIER for all remaining rooms under this
Agreement (unless HOTEL has elected to reduce the room
allotment as provided above as a result of SUPPLIER'S
consistent underutilization of rooms) and the room
allotment requested in the [*] notice. If SUPPLIER does
not wish to permit HOTEL to reduce its room allotment for
a particular date(s), SUPPLIER may retain its room
allotment by guaranteeing the first night's room, tax and
baggage handling fee (if applicable) for the number of
rooms specified by SUPPLIER.
C. The number of rooms requested in the [*] Rooming List will
fix the number of rooms guaranteed by SUPPLIER for the arrival
date specified. Any portion of the room allotment not
reserved by SUPPLIER'S submission of a Rooming List will
automatically be released to HOTEL. Should SUPPLIER require
any additional rooms after submission of Rooming List, HOTEL
will attempt, but shall have no obligation, to accommodate
SUPPLIER with rooms at the contracted room rate.
D. SUPPLIER guarantees payment of the first room night for the
number of rooms requested in the [*] Rooming List,
regardless of check-in times, except that such rooms may
be canceled without cost until [*] before scheduled
arrivals. SUPPLIER will be charged for the first night's
room, tax and baggage handling fee (if applicable) for any
cancellations inside [*].
E. It is the policy of the HOTEL to provide the highest level of
services to its SUPPLIER. As such, HOTEL reserves the
right to make allowances on room and tax charges for
cancellations received between [*] and [*] as each case
warrants. An allowance by HOTEL in one instance will not
obligate HOTEL to give allowance in any other instance.
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VII. CHECK-IN/CHECK-OUT:
SUPPLIER shall notify all guests of check-in and check-out times and
that identification and a cash deposit or a credit card imprint to
cover incidental room charges will be required at check-in. Check-in
time is 3:00 p.m. and check-out time is 11:00.
VIII DEPOSIT/LETTER OF CREDIT:
On or before May 1, 1999 SUPPLIER shall provide HOTEL with an
irrevocable Letter of Credit in the amount of $[*] for full
performance of SUPPLIER'S obligations under this Agreement. The Letter
of Credit must be in a form acceptable to HOTEL enabling HOTEL to draw
upon the Letter of Credit on demand by HOTEL. The Letter of Credit must
be issued for sixty (60) days beyond the term of this Agreement (July
1, 2000). The Letter of Credit must be payable through a United States
bank. In the event of any default by SUPPLIER, HOTEL may apply or
retain all or any part of the deposit or Letter of Credit to cure any
default or to reimburse HOTEL for any loss, cost or expense which HOTEL
may incur by reason of default. If any part of the deposit or Letter of
Credit is used, SUPPLIER, on demand, will restore the deposit or Letter
of Credit to its original amount. All cash deposits will be held
without interest and will be held for sixty (60) days beyond the
termination of this Agreement, or until all sums due HOTEL under this
Agreement have been paid in full, whichever is later.
IX. PAYMENT PROCEDURES:
A. SUPPLIER is responsible for obtaining payment for room, tax
and baggage handling (if applicable) from its clients. All
room, tax and baggage handling (if applicable) charges will be
billed to SUPPLIER. An invoice for the room charges, taxes and
baggage handling will be sent to SUPPLIER within seven (7)
days of each departure. Payment from SUPPLIER must be received
by HOTEL within [*] of the invoice date.
B. In the event of SUPPLIER'S breach and/or default of this
Agreement, HOTEL may apply or retain all or any part of the
deposit amount or Letter of Credit to cure any default or to
reimburse HOTEL for any loss, cost or expense which HOTEL may
spend by reasons of the default.
C. In the event of termination of this Agreement by either party,
HOTEL shall retain SUPPLIER's deposit or Letter of Credit for
a period of sixty (60) days following termination, or until
all sums due to HOTEL under this Agreement have been paid in
full, whichever is later.
D. SUPPLIER will inform individual guests that they are
responsible for all incidental charges incurred during their
stay and will use its best efforts to assist HOTEL in the
collection of such incidental charges.
E. Vouchers will be used for identification purposes only at
HOTEL Front Desk. Full payment is due from the invoice only.
Hotel will provide numbers from room list, which appears on
invoice next to the guest's name. Vouchers will not be
returned with the invoice for payment.
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X. LEISURE TRAVEL:
SUPPLIER understands that the rates and room commitments allocated by
HOTEL are for the exclusive use of its "leisure", i.e., vacation travel
clients. Any business that HOTEL would obtain from SUPPLIER that
SUPPLIER knows would encompass banquet or meeting space or that
constitutes a part of the convention, incentive, meeting or association
markets, will be charged at HOTEL's current room rate for those
markets, and detailed in a separate agreement.
XI. USE OF HOTEL'S TRADEMARK/ADVERTISING:
This Agreement does not constitute a grant by the HOTEL to SUPPLIER of
the right to use any HOTEL trade names, trademarks or service marks
except as may be specifically authorized in writing by HOTEL. SUPPLIER
agrees that it will not use any verbal or printed advertising or
promotional material, brochures or printed matter using HOTEL'S Trade
name, Trademark or Service ▇▇▇▇ without such material first being
reviewed and authorized in writing by HOTEL.
XII. NO AGENCY/INDEMNIFICATION:
SUPPLIER agrees to indemnify, defend and hold harmless HOTEL from any
and all claims of loss, damage, injury or expense arising out of the
terms of this Agreement, including but not limited to any claims
brought by SUPPLIER'S guest as to room allotments, room availability,
room rates, package inclusions, conditions and charges.
XIII. NON-PERFORMANCE:
If SUPPLIER fails to pay any invoice for services rendered, if SUPPLIER
fails to perform any of its other obligations under this Agreement, or
if SUPPLIER ceases doing business as a going concern, SUPPLIER will be
in default and HOTEl, at its option, may immediately terminate this
Agreement by giving written notice to SUPPLIER, in addition to pursuing
all other remedies available to it.
XIV. TERMINATION:
This Agreement may be canceled by either party upon thirty- (30) days
written notice.
XV. OVERBOOKING/FORCE ▇▇▇▇▇▇:
HOTEL shall attempt to provide all rooms as specified and committed to
the client, subject, however, to OVERBOOKING resulting from unusually
low number of no-shows and cancellations based on historical trends and
circumstances beyond the control of HOTEL, such as acts of God, riots,
labor strikes, civil commotion, or otherwise. Should HOTEL deem it
necessary to relocate a confirmed group, to the extent practicable,
HOTEL will notify client in advance of the situation requiring
relocation and attempt to book rooms at a comparable facility. Client
will be responsible to prepay HOTEL accepting the group.
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XVI. GENERAL:
This Agreement constitutes the entire Agreement between HOTEL and
SUPPLIER. All prior or contemporaneous agreements or understandings,
written or oral, are superseded hereby and merged herein. This
Agreement may be modified only in writing, signed by both parties. The
Agreement shall be governed by the laws of the State of Nevada.
HOTEL SUPPLIER
RAMPARTS, INC., a LAS VEGAS RESERVATIONS SYSTEMS
Nevada Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. #▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇ 9/3/98 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its: Director of Sales Its: Vice-President Marketing
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ 9/3/98
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▇▇▇▇ ▇▇▇▇▇▇
Its: Sales Manager
LUXOR LAS VEGAS
1999
Las Vegas Reservations Systems
Exhibit A
Run-of-House Run-of-House Mini-Suites Mini-Suites
Room Rates Room Blocks Room Rates Room Blocks
Sun-Thur Fri & Sat Sun-Thur Fri & Sat Sun - Thur Fri & Sat Sun - Thur Fri & Sat
JAN.3-6 [*] [*] [*] [*] [*] [*] [*] [*]
JAN.7-9 CES [*] [*] [*] [*] [*] [*] [*] [*]
JAN.10-FEB.11 [*] [*] [*] [*] [*] [*] [*] [*]
FEB.12-14 PRES. DAY [*] [*] [*] [*] [*] [*] [*] [*]
FEB.15-28 [*] [*] [*] [*] [*] [*] [*] [*]
MAR.1-4 MAGIC [*] [*] [*] [*] [*] [*] [*] [*]
MAR.5-20 [*] [*] [*] [*] [*] [*] [*] [*]
MAR.21-27 CON EXPO [*] [*] [*] [*] [*] [*] [*] [*]
MAR.28-APR.17 [*] [*] [*] [*] [*] [*] [*] [*]
APR.18-21 NAB [*] [*] [*] [*] [*] [*] [*] [*]
APR.22-MAY 27 [*] [*] [*] [*] [*] [*] [*] [*]
MAY 28-30 MEMORIAL DAY [*] [*] [*] [*] [*] [*] [*] [*]
MAY 31-SEP.2 [*] [*] [*] [*] [*] [*] [*] [*]
SEP.3-5 LABOR DAY [*] [*] [*] [*] [*] [*] [*] [*]
SEP.6-OCT.7 [*] [*] [*] [*] [*] [*] [*] [*]
OCT.8-10 COLUMBUS DAY [*] [*] [*] [*] [*] [*] [*] [*]
OCT.11-NOV.13 [*] [*] [*] [*] [*] [*] [*] [*]
NOV.14-17 COMDEX [*] [*] [*] [*] [*] [*] [*] [*]
NOV.18 [*] [*] [*] [*] [*] [*] [*] [*]
NOV.19-DEC.11 [*] [*] [*] [*] [*] [*] [*] [*]
DEC.12-23 [*] [*] [*] [*] [*] [*] [*] [*]
DEC.24-26 XMAS HOLIDAY [*] [*] [*] [*] [*] [*] [*] [*]
DEC.27-30 [*] [*] [*] [*] [*] [*] [*] [*]
DEC.31-JAN. 2 NEW YEARS [*] [*] [*] [*] [*] [*] [*] [*]
