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INSTRUCTIONS
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Agreement


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HOTEL AGREEMENT


THIS AGREEMENT is made this XX day of Month, Year, by and between The Institute of Electrical and Electronics Engineers Incorporated, a New York not-for-profit corporation (“IEEE”), on behalf of the IEEE Organizational Unit/Conference Committee (hereinafter referred to as the “Group”) and Hotel Name (the “Hotel”) located at Hotel/Property Address in connection with IEEE Conference/Meeting (the “Meeting”) beginning Day, Month, and Year and running until Ending Day, Month and Year (the “Meeting Dates”)


MEETING CONTACT:




TITLE:




ORGANIZATION:




ADDRESS:




CITY, STATE, ZIP:




PHONE:




FAX:




E-MAIL:



In the event the MEETING CONTACT above is unreachable, please contact:

IEEE CONTRACT ADMINISTRATION

445 HOES LANE

PISCATAWAY, NJ 08855

+1 732.562.5396



contracts@IEEE.org


HOTEL CONTACT:




TITLE:




ORGANIZATION:




ADDRESS:




CITY, STATE, ZIP:




PHONE:




FAX:




E-MAIL:



ARTICLE I

Guest Room Accommodations


1.1 This Agreement applies to the following block of rooms (the “Room Block”), which upon acceptance of this agreement will be removed from Hotel’s inventory. Fulfillment of the Room Block shall be the Group’s responsibility, subject to any allowed attrition set forth herein. The Hotel shall, on a regular basis, advise the Group of the number of rooms reserved in the block and the number available.

Date



Day of Week

Month/Year



Day of Week

Month/Year



Day of Week

Month/Year



Day of Week

Month/Year



Day of Week

Month/Year



Day of Week

Month/Year


Single/Double

Occupancy

# of


Rooms

# of


Rooms

# of


Rooms

# of


Rooms

# of


Rooms

# of


Rooms

[list other room types]
















Total Room Nights: XX


1.2 The Group may increase the Room Block by up to XX percent (XX %), on a space available basis, at the Group Rate as defined below. Such increase shall be confirmed in writing and signed by the Hotel and Group. The Room Block, if increased, shall be referred to herein as the “Increased Room Block”. In no case shall the Room Block be reduced except (a) following the reservations due date provisions set forth herein and in accordance with that provision, or (b) in writing signed by the Group and the Hotel
1.3 All rooms used by persons attending or working at the meeting shall be counted in the Room Block on a cumulative basis, at the rate paid by each such guest, not to exceed the contracted rate. These include, but are not limited to: all cancellations billed (“no shows”); all persons who, for whatever reason, do not receive the Group rate (e.g. late reservations, corporate rates, government rates, etc.); and all persons “walked.”
Sections 1.4 and 1.5 are optional clauses to be used if contract is signed at least four years in advance of the meeting date
1.4 The Hotel agrees to contact the Group to review the Room Block commitment on or before (the “Room Block Review”):



Day, Month, Year

30 days after (YEAR) conference*

Day, Month, Year

30 days after (YEAR) conference

Day, Month, Year

30 days after (YEAR) conference

1.5 Upon each Room Block Review, the Group has the right to increase or decrease the Room Block up to XX percent (XX %) as well as make corresponding changes to the Schedule of Events. Any such increase shall be made only on a space available basis, at the Group Rate. The room block, if increased, shall be referred to herein as the “Increased Room Block.” Such changes to the Agreement shall be confirmed in writing and signed by the Hotel and the Group.


1.6 Baggage Storage: Baggage will be stored at no charge for early arrivals and late departures.

ARTICLE II

Group Room Rates


    1. The Hotel confirms the following special run of the house rates for the Group (the “Group Rate”). These rates are net, non-commissionable rates, subject to all applicable taxes at the time of the meeting.




Single/Double

$ XX.00

Suites

$XX.00

[Optional]: Government

$ XX.00

Additional Person

$XX.00

Staff Rate

$ XX.00








Optional – use if government rates are quoted:
Government Rate: The Hotel reserves the right to charge the prevailing U.S. government prescribed per diem in effect at the time of the meeting.

Alternate to clause 2.1, to be used when rates for meeting date cannot yet be set
Hotel’s current [SELECT EITHER corporate OR rack] rates for [MONTH IN WHICH MEETING WILL BE HELD] [CURRENT YEAR] are as follows:
Single $

Double $


Additional Person: $

Suites $
Based upon Group’s overall program requirements, Hotel will offer a [NUMBER]% discount from Hotel’s [SELECT EITHER corporate or rack] room rate for single and double rooms and suites and for additional persons. If the Meeting were to take place in [MONTH IN WHICH MEETING IS TO BE HELD] , [CURRENT YEAR], the following rates would apply:


Single $

Double $


Additional Person: $

Suites $
Hotel agrees that the rates for single and double rooms and suites and for additional persons to be charged under this Agreement will not exceed the lesser of (i) Hotel’s then-current [SELECT corporate OR rack] room rate discounted by [NUMBER]% or (ii) the rates listed above, increased by an annual percentage of [NUMBER]%.


These rates are net, non-commissionable rates, subject to all applicable taxes at the time of the meeting.
2.2 The Group Rate covers all guest sleeping room costs, including service fees, but is exclusive of applicable sales/room tax, currently XX percent (XX %). Housekeeping and other gratuities will be at guest discretion.
2.3 Rate Protection: Hotel agrees that the Group Rate will be no higher than the group room rate provided to any other comparable group business over the following dates: [Option A: Insert PEAK NIGHT DATES] [Option B: Insert (Date which begins 7 or less days prior to event) to (Date which is 7 days or more after event), excluding any holiday periods]. For purposes of this paragraph, “comparable group business” means group business that, when compared to Group’s Meeting: (a) is of equal or lesser anticipated revenue (both from rooms and food and beverage); (b) has a similar room nights pattern and is booked entirely in the same Hotel season; and (c) is booked a similar time in advance. It does not include group business that involves significantly different special terms or concessions.
2.4 Rate Extension: The Group Rate shall be offered for a period of three (3) days before and three (3) days after the Meeting Dates [optional: , subject to rate availability and] subject to the availability of rooms at the time of reservation to accommodate those who wish to extend their visits.

ARTICLE III

Commission


3.1 Other than as set forth herein, Hotel agrees that it has no agreement with any party to pay a commission related to the Meeting. Hotel further agrees that it shall not subsequently enter into such an Agreement without first disclosing such agreement to the Group and obtaining Group’s written permission to execute such an Agreement.

ARTICLE IV

Complimentary Rooms


4.1 The Hotel shall provide the Group with one (1) complimentary room night for every _____ (_#_) room nights occupied on a cumulative basis by the Group’s attendees , (calculated by adding the total number of room nights occupied by the Group within the contracted pattern, dividing that number by __ and rounding up to the nearest whole number). A single or double room night is counted as one (1) room night, and a one-bedroom parlor suite is counted as two (2) room nights. Complimentary rooms may be assigned by the Group to individuals in any manner over the actual conference dates or immediately before or after the dates, based on availability.
4.2 Following clause is an optional clause: Any unused complimentary room nights shall be deducted from the Group’s Master Account based on the quoted room night rate times the number of unused room nights.

ARTICLE V

Additional Concessions


5.1 The Hotel will provide the Group with the following additional concessions:

A list of possible concession is available at: http://www.ieee.org/web/conferences/organizers/contracts.html

ARTICLE VI

Room Block Attrition


6.1 If Group’s actual usage slips below the higher of (1) the Increased Room Block (if any) or (2) 80% of the original Room Night Commitment, Group agrees to pay, seventy-five percent of the average group room rate, for each room night by which such Room Night Commitment exceeds Group’s actual usage. Such charges shall be added with tax (if applicable) to, and payable as part of, the Master Account.
6.2 The parties agree that (a) the above formula for the Attrition charge is a reasonable estimate of the Hotel’s damages in the event that the room nights in the Room Block are not utilized and (b) the liquidated damages set forth in Section 6.1 do not constitute a penalty.
6.3 The Hotel shall undertake all efforts to resell any unused room nights in the Room Block and shall credit those sales against any attrition charges in accordance with the following formula:
In regard to attrition, no room shall be deemed to have been resold on any night unless and until the Hotel first sells all rooms outside of the contracted room block that night, plus all rooms within the originally contracted room block which the group does not use and for which the group owes no amount in accordance with the attrition provision. As to any rooms which are resold, the Hotel will multiply the number of rooms resold each night by the lower of the group’s contracted room rate or the average daily rate achieved by the Hotel that night. The resulting amount will be reduced by twenty-five percent. The resulting amount will be the amount of credit for rooms resold to which the group is entitled on the night in question.
6.4 An audited statement of actual room usage, the number of rooms available in the Hotel for sale and the number of rooms resold by the Hotel for each day of the Meeting shall be provided to the Group upon the billing of any attrition charge.

ARTICLE VII

Food and Beverage


7.1 The Group agrees to provide a minimum of $XXXX in food and beverage [INSERT EITHER “exclusive” or “inclusive”] of service charges and taxes. Should the Group’s food and beverage revenue fall below this amount, the Group shall be liable for the difference between the minimum food and beverage revenue and the actualized food and beverage revenue multiplied by 40% (minimum food and beverage revenue minus actualized food and beverage revenue multiplied by 40%), plus the full per-guest price of any unused cover at any function which was prepared in accordance with the attendance figure for that function provided on a banquet event order, plus all applicable taxes and service charges. Group must provide Hotel with [TIME PERIOD] advance notice of the date(s), time(s) and number of covers with respect to the function(s) it has scheduled, as set forth on the meeting and function space attachment, in providing the above-referenced minimum food and beverage revenue and will provide final guarantees of this information no later than 72-hours prior to the scheduled time for each such function. Any amount due for F&B attrition will be placed on the Group’s Master Account.
The parties intend to liquidate damages in the event the Group fails to meet the food and beverage minimum set forth in this section. Therefore, the parties agree that (a) the above formula is a reasonable estimate of the Hotel’s damage in the event the food and beverage minimum set forth in this section is not met and (b) the liquidated damages set forth in this section do not constitute a penalty.


    1. The Hotel agrees to contact the Group to review the F&B commitment on or before:




Day, Month, Year

30 days after (YEAR) conference

Day, Month, Year

30 days after (YEAR) conference

Day, Month, Year

30 days after (YEAR) conference




Day, Month, Year

6 months prior to conference

7.3 Based on such review, if the parties mutually agree to any adjustment to the F&B commitment, as well as corresponding changes to the Group’s function space block, as shown on Exhibit B, such changes to this Agreement shall be confirmed in writing and signed by both parties at these times without liability.


7.4. Price Increases: The Hotel guarantees that food and beverage prices will not increase by more than _____ percent (__%) annually from the date of this Agreement as outlined in the Food and Beverage Price List attached as Exhibit A. The food and beverage prices applicable to the Meeting (“F&B Prices”) will be confirmed by the Hotel at least twelve (12) months (Month/Date/Year) prior to the first Meeting Date. F&B prices quoted at 12 months prior to the first Meeting Date shall apply to all food and beverage charges incurred by the Group regardless of menu price increases.
7.5 All Group-affiliated food and beverage functions (including third party) held at the Hotel during the dates of the Meeting shall be credited towards Group’s food and beverage dollar requirement.
7.6 The Hotel shall be prepared to serve at least five percent (5%) over the F&B minimum.
7.7 The current sales tax is X percent and the service charge is X percent and (is/is not) taxable by law. [Add in New York State only: All food and beverage items are subject to a ___% service charge. An ____% New York State sales tax applies to all charges. ____% of the food and beverage total will be distributed to servers, and, where appropriate, to bus personnel and bartenders assigned to the Meeting, ___% of the food and beverage total will be distributed to other personnel who have contributed to the Meeting or to administrative or other costs].
7.8 Wait staff at all meal functions: there will be at least 1 wait person for every:
Sit-Down or Plated Meal Buffet Meal

25 guest at breakfast 40 guests at breakfast

20 guests at lunch 20 guests at lunch/dinner

20 guests at dinner


The Hotel shall charge no extra service or labor charges for the service ratios listed above.
7.9 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), other than in the hospitality suites, (which shall be the responsibility of the party engaging the suites) such beverages shall be dispensed only by the Hotel’s designated personnel.
7.10 License Requirements: The Hotel’s alcoholic beverage license requires that the Hotel shall: (i) 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 (ii) refuse alcoholic beverage service to any person who, in the Hotel’s judgment, appears obviously intoxicated.
7.11 Training: The Hotel represents and warrants that all Hotel personnel who dispense or serve alcohol have undergone adequate training intended to prevent any incidents that could result in claims of liquor liability.
7.12 Adherence to Law: Hotel shall adhere to all federal and state laws regulating the sale and servicing of alcoholic beverage.
7.13 Indemnification: Notwithstanding any other provision of this Agreement, the Hotel shall defend, indemnify and hold harmless IEEE and the Group, their directors, officers, employees and agents, and each of them individually, from and against any and all losses, damages, claims, expenses and liabilities of any kind, including costs of defense thereof, caused solely by or arising solely from the Hotel's negligent sale or negligent service of alcoholic beverages. The terms of this provision shall survive the termination or expiration of this Agreement.
7.14 No food and/or beverage of any kind will be permitted to be brought into the Hotel, or any suite used as a hospitality suite, by the group or any of the group’s guests.

ARTICLE VIII

Reservation Procedures


8.1 Hotel will accept reservations made by telephone at +1 XXX XXX XXXX. Meeting attendees will reference (Code) when making reservations. The Hotel shall also offer individuals the opportunity to make online reservations by way of the Hotel’s web site (Web Address). Meeting attendees will reference (Code) when making online reservations.
8.2 The reservation cut-off date shall be Day/Month/Year at 5:00 p.m. (choose one Eastern, Central, Mountain, or Pacific) time. On this date, the Hotel will review the reservation pickup for the Meeting, return the unreserved rooms to its inventory for general sale, and determine whether it can accept additional reservations. The return of rooms to inventory for general sale following the reservation cut-off date does not affect Group’s obligation, as discussed elsewhere in this Agreement, to utilize guest rooms. Reservations received after this date will be accepted by the Hotel on a space available basis at the Group Rate [option: or rates available at that time, whichever is higher] and will be credited to the Room Block. Modifications made to existing reservations after this date will be treated as advance reservations. All cancellations received by the Hotel prior to the reservation cut-off date will revert to the Room Block
8.3 Reservation Guarantee: The Hotel may require a deposit in advance from individual guests to guarantee a particular reservation. To guarantee an individual reservation, a guest must either (1) send a signed letter or form authorizing the Hotel to charge the room deposit of first night’s rate and applicable taxes to the guest’s credit card or (2) give the guest’s credit card information by telephone and authorize a charge for a room deposit of first night’s rate and applicable taxes. Such charge will be posted to the credit card account [insert time at which charge will be posted]. At the Group’s discretion, specific reservations may also be guaranteed to the Master Account. Guaranteed reservations are held until at least 6:00 a.m. the following morning, at which time the reservation and deposit are forfeited. The Group does not guarantee payment for individual no shows except for those reservations guaranteed to the Master Account (except to the extent that individual no-shows increase the Group’s obligation pursuant to the attrition clause herein; however, Hotel shall, for purposes of calculating attrition, credit group for any fees collected from individual no-shows). The Group shall publicize the Hotel’s advance deposit requirements to the individuals planning to attend the meeting. Should guest cancel a reservation, the Hotel shall refund deposits if notice is received prior to 6:00 p.m. [insert number of days] days prior to the arrival date. The Hotel shall allow name changes without any penalty. All guaranteed reservations will receive either written or verbal confirmation from the Hotel.
If using a housing authority, add the following:
Housing Authority: All housing reservations and supporting information will be coordinated through the official housing authority company chosen by the Group. The HOTEL will ensure that requests for guest rooms assigned to the Group Room Block will be accepted only from the housing authority.
8.4 Room Pick-Up Report: Hotel will provide each week, starting eight (8) weeks prior to Day/Month/Year (your arrival date), a room pick-up report showing the number of rooms on each Meeting Date for which Hotel has received reservations from Meeting attendees.
8.5 Hotel shall not charge any additional mandatory charges to any guest folio or to the Master Account if not specified in this Agreement, for services noted in this Agreement. The Hotel shall not charge or post to any room ledger of a Meeting attendee or to the Master Account any amount except those that are agreed to and signed for in advance by such attendee, or an authorized signatory or as set forth in this Agreement. Further, the Hotel shall not, directly or indirectly, impose any mandatory surcharges to Group’s attendees during their stay, regardless of whether additional goods or services are offered in connection with such surcharge.

8.6. Hotel shall use commercially reasonable efforts not to relocate any Meeting attendee holding a guaranteed reservation. If the Hotel does not or cannot honor all reservations accepted and/or confirmed by the Hotel to the Group or its attendees, the Hotel shall be considered overbooked and, at the Hotel’s sole expense, the Hotel shall (with a Group representative’s approval) provide:




  • Alternative accommodations of equal value for said attendees at an equal or better nearby hotel at no charge to the guest for length of stay guest is displaced.




  • One (1) complimentary round-trip ground transportation between the Hotel and the alternate hotel for each day the guest is displaced.




  • Two (2) phone calls world-wide and necessary arrangements for forwarding the displaced guest’s telephone messages and mail.




  • An offer to relocate the displaced guest back to first available room. If room becomes available and guest elects not to return to the Hotel, the Hotel shall have no further obligations under this Section.




  • Upon return to the Hotel, upgraded accommodations (if available) and a welcome expression from the General Manager.




  • Credit to the Group for any guests displaced toward its Room Block pick-up for purpose of this Agreement and for calculation of the Group complimentary room credit.

8.7. In the event a Meeting attendee who has reserved a room within the Room Block checks out prior to the reserved checkout date, the Hotel shall not charge an early departure fee, though such early check-outs will increase the Group’s liability pursuant to the attrition clause herein; however, Hotel shall, for purposes of calculating any attrition which may be due, credit Group for any early departure fees collected. Meeting attendees shall be instructed to make every effort to inform the Hotel in advance of any changes to their planned length of stay.


8.8 The Hotel’s check-in and check-out time are X:00pm and X:00pm respectively. Guests are permitted to check in early or check out later subject to room availability.

ARTICLE IX

Billing Arrangements


9.1 The Hotel shall establish a master account for the Group for those charges set forth herein which are to be paid by Group and for any other charges specifically authorized by the Group (the “Master Account”), subject only to objective standards of creditworthiness. All room tax and incidental charges are to be billed on an individual basis, with the exception of those specified to be applied to the Master Account. When each guest checks-in, each guest will be required to present a credit card on which a sufficient amount of pre-authorization can be obtained to cover the anticipated room and other charges. Direct billing of the Master Account is subject to prior credit approval; otherwise advance payment will be required. Authorized Group food and beverage charges are to be billed to the Master Account. Attrition and cancellation charges will be billed to the Master Account. At least three (3) weeks prior to the Meeting, the Hotel will receive the Master Account billing instruction, which shall include the following: (i) the names of those individuals authorized to sign for charges to the Master Account; (ii) the names of the individuals whose room charges are to be billed to the Master Account and what charges may be billed; and (iii) the names of those individuals utilizing complimentary room nights and what charges may be billed. The Group is not required to offer an advance deposit upon approval of a credit application.


    1. Hotel will provide a post-Meeting report to the Group and to the IEEE at

conference-contracts@ieee.org detailing the room pickup, cancellation and no-show factor and the number of guaranteed meals versus the number served at each meal function.


    1. Unless bills are reviewed by the designated representatives, they will not be honored. All bills should be provided each day for review. The designated representative(s) will be available each day to review and sign all accepted bills.

9.4 Master Account charges shall be paid thirty (30) days after receipt of billing with all appropriate back-up and the post-Meeting report outlined in Section 9.2 above. If any portion of the final billing is in question, the Group shall, within thirty days of receipt of the invoice, advise the Hotel’s convention services and accounting department of the specific item(s). The portion(s) of the final billing that is/are unclear or in question will be “suspended” for 30 days, during which time the Hotel shall fully research the charge(s) and provide full documentation and proper back-up. The final billing, excluding contested charges, shall be paid within 30 days of receipt of the invoice and thereafter, interest shall accrue at the lower of 1.5% per month or the highest rate permitted by law. Any disputed items shall be paid within 20 days of the resolution of the dispute and thereafter, interest shall accrue at the lower of 1.5% per month or the highest rate permitted by law. .


9.5 If there is a discrepancy between the Hotels’ reported pickup figures and the figures believed to be accurate by the Group, the Group shall furnish the Hotel with a list of Meeting attendees to be compared with the Hotel’s list of guests during the Meeting Dates. The Group’s authorized representative shall be allowed to review with Hotel personnel the Hotel’s list of in-house guests. All rooms determined to be occupied by Meeting attendees shall be credited to the Room Block for purposes of this Agreement, at the rate paid by each such attendee, not to exceed the contracted rate. Credit toward the Room Block shall also be given for all Meeting attendees staying at the Hotel within the contracted pattern regardless of the date the reservation was booked, at the rate paid. Credit toward the Room Block shall also be given for all guests relocated to another Hotel due to the Hotel overbooking and for guaranteed no-show with forfeited deposits or credit card charges.
9.6 To protect the privacy of Hotel guests, the Group agrees that its authorized representative shall sign and be subject to the terms of a separate confidentiality and indemnity agreement whereby guest names reviewed by the representative shall be kept confidential, will not be revealed to outside parties, and shall be used only in ascertaining the Group’s accurate pickup at the Hotel.
9.7 Hotel agrees that should the Group meet the requirements for an exemption from sales tax in the jurisdiction in which the Meeting is held, no sales tax shall be applied to the Master Account, provided that the Group provides the Hotel with appropriate proof of exemption at least fourteen (14) days prior to the first Meeting Date.

ARTICLE X

Function Space


10.1 Based on Group’s requirements, the Hotel has reserved function space as shown on the Schedule of Events attached as Exhibit B. The function space [option: will be complimentary] [option: will not be complimentary. Function space charges are outlined on the Schedule of Events]. Any changes to the room assignments as outlined in the Schedule of Events must be agreed to, in writing, by both the Group and the Hotel. The number of people listed is for room capacity planning only and does not represent a guarantee of the amount of food and beverage that will be ordered.
10.2 Provided that Group’s attendees have reserved at least XX percent (XX%) of the contracted room nights by the cut-off date, the Hotel shall not reassign contracted space unless approved in writing by the Group.
10.3 No other party shall be allowed to use the Group’s defined foyer function space as set forth in Exhibit B during a Meeting function.
10.4 The Hotel will provide to Group a registration area directly outside of the main meeting room consisting of no less than (3) 6’ x 30” tables with (4) chairs beginning one day prior to the first Meeting Date for set-up until four hours after the Meeting concludes. This registration area will not be shared with any other party for any period of time. This area should not be broken down and reset at any time during the Meeting Dates. This space should be able to accommodate power, telephone hook-up and internet access at published Hotel rates or lower negotiated rates.
10.5 There shall be no charge to the Group for the standard set-up of meeting rooms as directed by the Group. The Hotel shall provide, at no charge, certain equipment standard for the types of meetings and events scheduled, including the following: standing lecterns, easels, registration tables and chairs, water and glasses, pads and pencils, bulletin or message boards, and the house sound system.
10.6 The Hotel shall not charge for storing the Group’s meeting materials and publications for up to five (5) business days prior to the first day of the Meeting and up to two (2) business days after the conclusion of the Meeting. The Hotel’s staff shall assist in moving these materials to the registration area at no charge.
10.7 Vendors: Subject to Hotel’s right of approval (which approval will not unreasonably by withheld) and compliance by any outside contractor with all requirements set forth herein, Group reserves the right to utilize the vendor of its choice for services or rentals in the areas of (but not limited to) audio-visual, exhibit decorating, security, floral, transportation, tours, business center, computer rental, additional tables, additional chairs, pipe and drape, poster boards, etc., with no surcharge from Hotel or from its in-house supplier. Group’s contracts with its contractors will all specify that contractor and the group will indemnify and hold Hotel harmless from any and all damages or liabilities which may arise by such Contractors or through their use, and group shall ensure that any subcontractor it retains to perform work at the property shall maintain the same insurance required of the group, as specified below.
10.8 Audio-visual: Group reserves the right to bring their own audio-visual equipment with no surcharge from Hotel or from its in-house supplier. Group’s contracts with its contractors will all specify that contractor and the group will indemnify and hold Hotel harmless from any and all damages or liabilities which may arise by such Contractors or through their use, and group shall ensure that any subcontractor it retains to perform work at the property shall maintain the same insurance required of the group, as specified below.

ARTICLE XI

Changes


11.1 Any changes or additions to this Agreement shall not be binding until such changes or additions have been approved in writing by both parties.

ARTICLE XII

Termination


12.1 In the event that the Group terminates this Agreement other than for Cause as defined in the following Article, the Group shall pay, in lieu of any other amounts due hereunder or otherwise in respect of this Agreement, but subject to reduction as provided below, liquidated damages determined as follows:


Date of Decision to Terminate

Amount of Liquidated Damages Due

Spell out specific date

$X.00

Spell out specific date

$X.00

Spell out specific date

$X.00

Spell out specific date

$X.00

If, after this contract is executed, the Room Block is increased by mutual agreement of the parties, the liquidated damage amount set forth above shall be increased by adding to the amount set forth above an amount equal to the number of room nights added to the group’s contracted Room Block multiplied by the rate agreed to be paid for each such room night.


These liquidated damages are inclusive of all applicable state and local taxes.
12.2 Group shall make payment due as a result of termination of this Agreement under the terms of this provision to the Hotel within 30 days after written notice of termination.
12.3 In the event of cancellation, the Hotel shall make all commercially reasonable efforts to resell the Group’s cancelled rooms and shall provide credit for rooms resold in accordance with the following formula: In regard to cancellation, no room shall be deemed to have been resold on any night unless and until the property first sells all rooms outside of the contracted room block that night. As to any rooms which are resold, the Hotel will multiply the number of rooms resold each night by the lower of the group’s contracted room rate or the average daily rate achieved by the Hotel that night. The resulting number will be multiplied by the same percentage of contracted room’s revenue which the Group owes for the cancellation. The resulting amount will be the amount of credit for rooms resold to which the Group is entitled on the night in question. In no event may Group transfer or resell its rights under this Agreement to any third party room reseller for purposes of reselling cancelled or unused portions of the Room Block.

12.4 In the event the Meeting is canceled by the Hotel for reasons other than those rights of termination outlined in Article XIII, the Group shall be entitled to move the Meeting to a comparable hotel, and the Hotel shall owe the following damages to the Group (subject to the Group's duty to act reasonably to mitigate its damages): (1) the increase, if any, in room rate; (2) the increase, if any, in meeting space rental rates; (3) the increase, if any, in menu prices for comparable menus at contracted banquet food and beverage functions; (4) the cost, if any, of notifying attendees of the change in location, (5) the cost, if any, of reprinting collateral material and (6) the group’s reasonable attorneys’ fees to review the replacement contract.



ARTICLE XIII

Rights of Termination for Cause


Except as otherwise provided in this Agreement, neither party shall have the right to terminate their obligations under this Agreement. This Agreement is, however, subject to termination for cause without liability to the terminating party, under any of the following conditions:
13.1 Force Majeure: The performance of this Agreement is subject to acts of God, government authority, disaster, war, acts of terrorism, strikes or similar emergency beyond the parties’ control, any one of which make performance commercially impracticable, illegal or impossible. It is provided that this Agreement may be terminated for any one or more of such reasons by written notice from one party to the other without liability. The ability to terminate this Agreement without liability pursuant to this paragraph is conditioned upon delivery of written notice to the other party setting forth the basis for such termination as soon as reasonably practical – but in no event longer than ten (10) days – after learning of such basis.
13.2 Construction or Renovation: No material construction or renovations shall be undertaken in the portions of the Hotel for which Group has contracted hereunder during the Meeting without prior written notification to the Group.. Only repairs of an emergency nature and those that are considered regular maintenance shall be conducted immediately prior to or during the Meeting and shall be halted if the repairs materially disturb meeting sessions, traffic flow or guest accommodations. If for any reason renovation and/or construction is unavoidable and the Group in its reasonable judgment determines that this activity will materially disrupt or impact Group’s meeting space or guest rooms, the Hotel shall make every effort to provide equal alternative space available within the facility. If both parties agree that equal alternative space is not available, the Group may cancel this Agreement without liability, provided that this provision may not be invoked within the last 90 days prior to the commencement of the Meeting (unless the Group is notified of such renovation or construction within the last 90 days prior to the commencement of the Meeting, in which case the provision must be invoked by the Group within 10 days of the Hotel’s notice of such renovation or construction).
In such event, Hotel shall pay Group reasonable costs incurred in relocating the Meeting to another hotel of equal quality in the same city, i.e. including, but not limited to, differential in increased room rate, differential in increased food and beverage commitment, transportation cost, increased meeting room rental, and reproduction of marketing materials, all subject to the Group’s duty to act reasonably to mitigate its damages.
13.3 Safety System: Hotel will notify Group if construction or renovation will result in disengagement of the Hotel’s safety system in the areas to be used by Group.
13.4 Deterioration in Quality: The Hotel agrees that Group shall review the Hotel [INSERT TIME PERIOD WHICH IS AT LEAST TEN MONTHS PRIOR TO COMMENCEMENT OF PROGRAM] prior to the Meeting. Should the condition of the facilities and the surrounding areas within the Hotel at that time not be materially equal to or better than when originally confirmed, Group shall review with the management of the Hotel any questions they have concerning its physical condition. Should the management of the Hotel provide plans for addressing the concern raised, which are acceptable to Group in its reasonable discretion, this Agreement shall remain in effect. However, should the plans not be reasonably likely to resolve the concern, Group will have the option of terminating this Agreement without liability.
13.5 Change in Ownership Group reserves the right to terminate this Agreement without liability should the Hotel no longer be operated as a Marriott hotel. The Hotel agrees to notify Group of any impending change in its operation as a Marriott hotel, and Group agrees to notify the Hotel within 10 days of receipt of the Hotel’s notice if it desires to terminate this Agreement as a result. If Group decides not to terminate this Agreement, Hotel shall provide group with a letter stating that all concessions set forth in this Agreement will be honored without substitution. If Group’s marketing material or handouts have to be altered due to the change, Hotel agrees to reimburse group for reproduction costs.
13.6 Any deposits made shall be refunded to the party within 30 days after termination pursuant to this Article XIII.
Add the following clause when you are contracting with multiple properties, i.e. hotels and/or convention centers.
13.7 Contingency: Group’s performance under this Agreement shall be contingent on the availability of the [NAME OF PROPERTY(S)] for the period covered by this Agreement. If, for any reason beyond the control of the Group, the [NAME OF PROPERTY(S)] is not available, or is not in acceptable condition or is no longer suitable for Group’s needs, including facility construction that would adversely affect the Meeting or its attendees, this Agreement may be terminated by written notice from Group without liability. This provision may only be invoked during the [XX] days following the execution of this Agreement.


ARTICLE XIV

Indemnification and Insurance


14.1 Each party to this Agreement shall, to the extent not covered by the indemnified party’s insurance, indemnify, defend and hold harmless the other party and its officers, directors, agents, employees, and owners from and against any and all demands, claims, damages to persons or property, losses and liabilities, including reasonable attorneys’ fees (collectively, “Claims”), arising out of or caused by the indemnifying party’s negligence or willful misconduct in connection with the provision and use of Hotel as contemplated by this Agreement, except to the extent and percentage caused by the indemnified party’s negligence or willful misconduct. This paragraph shall not waive any statutory limitations of liability available to either party, including innkeepers’ limitation of liability laws, nor shall it waive any defenses either party may have with respect to any Claim.
14.2 Each party agrees that it will, to the extent applicable, carry and maintain at its own cost and expense the following insurance coverage (or will legally qualify to self-insure for such coverage), except that Group shall not be required to carry or maintain the insurance coverage described in item (c) below:
a) Comprehensive general liability insurance, including contractual liability and liability for personal injury, bodily injury, property damage, and completed operations liability with a combined single limit of not less than $1,000,000 each occurrence.
b) Automobile liability insurance, including all owned vehicles used in conjunction with the performance of the Agreement for bodily injury or property damage with a combined single limit of not less than $1,000,000 each occurrence.
c) Liquor liability insurance with a combined single limit of not less than $1,000,000 each occurrence.

ARTICLE XV

Obligations of the Hotel


15.1 Quiet Meeting Space: It is agreed that the demeanor of this Meeting is quiet and conversational. Loud noises from adjoining or adjacent rooms are not acceptable and the Hotel assumes the responsibility to ensure that the Meeting will not be materially disturbed by noise within the Hotel’s control. Unless identified specifically in the Hotel plans (Exhibit C) or in this Agreement, contracted meeting room spaces has no sight obstructions, and has suitable lighting and sight lines for audiovisual presentations.
15.2 The Hotel shall be responsible for ensuring that Group’s use of all function space is free from material outside distractions, disturbances and interruptions within the Hotel’s control. Walls shall be soundproof, but if they are not, the Hotel shall avoid assigning to any function room(s) adjacent to or across from Group’s function rooms any group which Hotel knows has extraordinary audio-visual needs or which will use extraordinary amplification.
15.3 Compliance with Applicable Laws: Hotel represents that it shall comply during the Meeting Dates with all federal, state and local fire, safety and building codes. The Hotel shall provide a copy of the most recent fire inspection and health department inspection reports upon request by Group. The Hotel will provide a copy of the crisis/evacuation plan to Group upon arrival at the Hotel.
15.4 At all times during the Meeting Dates, Hotel shall have on its premises at least one (1) person trained in cardio-pulmonary resuscitation (CPR) and at least one (1) automated external defibrillator in good working order for use in cardiac and other emergencies.
15.5 Americans with Disabilities Act Compliance: The Hotel shall be responsible for complying with the public accommodations requirements imposed upon it by the Americans with Disabilities Act (“ADA”) including: (i) the “readily achievable” removal of physical barriers to access to the meeting rooms (e.g., speakers’ platform and public address systems), sleeping rooms, and common areas (e.g., restaurants, restrooms, and public telephones); (ii) the provision of auxiliary aids and services where necessary to ensure that no disabled individual is treated differently by the Hotel than other individuals (e.g., Braille room service menus or reader); and (iii) the modification of the Hotel’s policies, practices and procedures applicable to all guests and/or Group as necessary to provide goods and services to disabled individuals (e.g., emergency procedures and policy of holding accessible rooms for hearing and mobility impaired open for disabled until all remaining rooms are occupied).
(a) Compliance by the Group: The Group shall be responsible for complying with the public accommodations requirements imposed upon it by the ADA including : (i) the “readily achievable” removal of physical barriers within the meeting rooms utilized by the Group which the Group would otherwise create (e.g., set-up of exhibits in an accessible manner) and not controlled or mandated by the Hotel; (ii) the provision of auxiliary aids and services where necessary to ensure effective communication of the Group’s program to disabled participants (e.g., Braille or enlarged print handouts, interpreter or simultaneous videotext display); and (iii) the modification of the Group’s policies, practices and procedures applicable to participants as required to enable disabled individuals to participate equally in the Meeting.
(b) Mutual Cooperation in Identifying Special Needs: The Group shall attempt to identify in advance any special needs of disabled registrants, faculty and guests requiring accommodation by the Hotel, and will notify the Hotel of such needs for accommodation as soon as they are identified by the Group. Whenever possible, the Group shall copy the Hotel on correspondence with attendees who indicate special needs as covered by ADA. The Hotel shall notify the Group of requests for accommodation received other than through the Group to facilitate identification by the Group of its own accommodation obligations or needs as required by ADA.
15.6 Each party further agrees to indemnify and hold the other party harmless from and against any and all claims and expenses, including attorneys’ fees and litigation expenses, that may be incurred by or asserted against the other party or its officers, directors, agents, and employees on the basis of the indemnifying party’s non-compliance with any of the provisions of the ADA.

ARTICLE XVI

Claims and Disputes/Arbitration


16.1 In the event of any 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 30 days before resorting to arbitration as described in Section 17.2 except that equitable remedies may be sought immediately.

16.2 No representative of Hotel has been or is authorized to make any representation which varies from the express terms of this contract, though this Agreement may be supplemented or amended in writing. Group may not assign any benefits arising under or associated in any way with this contract without prior written consent of hotel. The parties hereby agree that any dispute, suit or proceeding arising out of or relating in any way to this Agreement (except for those involving patents, trademarks, trade dress, copyrights, trade secrets, false advertising, false representation, unfair competition and/or infringement of intellectual property rights) shall be resolved by a single arbitrator in binding arbitration before JAMS in the city closest to Hotel in which JAMS has an office, pursuant to its rules, and that any such dispute will be governed by [insert state in which Hotel is located] law. The parties further agree that in any arbitration proceeding they will make disclosures and may conduct reasonable discovery as allowed by the Federal Rules of Civil Procedure, during an expedited period to be determined by the arbitrator. The parties further agree that any arbitration award will be enforceable in any state or federal court. The parties agree that they shall initially split equally the cost of all arbitration proceedings, though the prevailing party shall recover all arbitration costs from the non-prevailing party. In the event of arbitration or litigation arising from or associated with thisAgreement, the parties agree that the prevailing party therein shall recover its attorneys' fees and costs incurred therein.



ARTICLE XVII

Policies


17.1 Non Discrimination: IEEE is committed to the principle that all persons shall have equal access to programs, facilities, services, and employment without regard to personal characteristics not related to ability, performance, or qualifications as determined by IEEE policy and/or applicable laws
17.2 IEEE prohibits discrimination, harassment or bullying against any person because of age, ancestry, color, disability or handicap, national origin, race, religion, gender, sexual or affectional orientation, gender identity, appearance, matriculation, political affiliation, marital status, veteran status or any other characteristic protected by law. IEEE expects that its suppliers shall maintain an environment free of discrimination, including harassment, bullying, or retaliation when and where ever those individuals are conducting IEEE business or participating in IEEE events or activities.

ARTICLE XVIII

Signature


18.1. Entire Agreement: This Agreement and any Exhibits hereto contain the entire agreement between the parties and supersede all prior and contemporaneous agreements, arrangements, negotiations and understandings between the parties relating to the subject matter hereof. There are no other understandings, statements, or promises of inducement, oral or otherwise, contrary to the terms of this Agreement. Exhibits to the Agreement are an integral part of this Agreement and will be deemed incorporated into this Agreement. Any changes, additions, stipulations or deletions, including corrective lining out by either Hotel or Group, will not be considered agreed to or binding on the other party unless such modifications have been initialed or otherwise approved in writing by the other.
18.2 Waiver: The waiver by either party of a breach by the other of any provision of this Agreement shall in no way be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself. No waiver of any provision of this Agreement, whether by conduct or otherwise, in any one or more instance, shall constitute a waiver of any other provision, nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing.
18.3 Proper Execution: This Agreement is not valid until executed by authorized individuals of both the Hotel and IEEE. The undersigned agree and warrant that they are authorized to sign and enter into this Agreement on behalf of the party for which they sign.
18.4 Assignment - This Agreement may not be assigned or transferred to a third party by either party without the written consent of the other party.
18.5. Scanned or Facsimile Copies: If either party uses a scanned or facsimile transmittal, that copy shall be deemed to be an original.

18.6 Notice: Any communication required or desired to be given under this Agreement must be written and (i) delivered personally, (ii) sent via overnight delivery service (e.g. FedEX or UPS), or (iii) mailed by certified or registered mail, addressed to the party at the address set forth in the beginning of this Agreement. Either party may change its address, for purposes of this Agreement, by sending notice to the other party according to this paragraph.

18.7 Authorized Representatives: All references herein to the Group include specifically authorized representatives. In addition to the person(s) named with respect to IEEE on the first page of this Agreement, the Group will provide a list to the Hotel of those persons authorized to act on their behalf. The Hotel shall not accept instructions from any other persons.


18.8 Headings: Article and Section headings contained in this Agreement are inserted for convenience of reference only and shall not be deemed to be part of this Agreement for any purpose or in any way define or affect the meaning, construction or scope of any of the provisions hereof.
18.9 Invalidity: If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement shall continue in full force and effect.
18.10 Confidentiality: The content of this Agreement may not be disclosed to any party not previously authorized to discuss these contents by Group and the Hotel.
18.11 Performance Licenses: Group will be solely responsible for obtaining any necessary licenses or permission to perform, broadcast, transmit, or display any copyrighted works (including, without limitation, music, audio, or video recordings, art, etc.) that Group may use or request to be used at the Hotel.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day first above written.
The Institute of Electrical and Electronics [Legal Name of Hotel]

Engineers, Incorporated


_________________________________ ____________________________________

IEEE Authorized Signature Authorized Signature


_________________________________ ____________________________________

Name Name


_________________________________ ____________________________________

Title Title


Exhibits

A. Food and Beverage Price List

B. Schedule of Events

C. Meeting Room Floor Plans


Exhibit A

Food and Beverage Price List



Exhibit B

Schedule of Events

(Include specific name of meeting rooms)

Exhibit C

Meeting Room Floor Plans





IEEE / Marriott Standard Hotel 2014HNCN Page of


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