IEEE - 7-25-07 HH STANDARD CONTRACT … · Web viewSERVICE CHARGE: XX% (or the current service charge in effect on the day of the Event pursuant to the applicable collective bargaining

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i) are considered TERMS of SALE and are to be negotiated at property

ii) must be replaced with appropriate names, dates or other information before signing this Agreement

Text in green is provided merely to assist in understanding and should be removed before signing this Agreement

Text in blue provides alternative clauses. If alternative clause is not utilized, remove before signing the Agreement

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SCOPE OF AGREEMENT: Hilton and IEEE have negotiated this Hotel Agreement template for use by IEEE when booking a qualifying group event or meeting (10 rooms or more on peak night) at participating Hilton

hotels operating in the United States or Puerto Rico, where the Agreement is signed at any time between October 1, 2018 through December 31, 2018.

DELETE THIS BOX BEFORE SIGNING THE AGREEMENT

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/Society] (the “Group”) and [Hotel Owner’s Name] (the “Hotel”) d.b.a. [Commonly Known Hotel Name] located at [Hotel/Property Address] in connection with [IEEE Conference/Event Title & Acronym] (the “Event”) beginning Month Day, Year and running until Month Day, Year (the “Event Dates”). EVENT CONTACT:TITLE:ORGANIZATION:ADDRESS:CITY, STATE, ZIP:PHONE:FAX:E-MAIL:

IN THE EVENT THE EVENT CONTACT ABOVE IS UNREACHABLE, PLEASE CONTACT:IEEE Meetings, Conferences, & Events (MCE) 445 HOES LANEPISCATAWAY, NJ [email protected]

HOTEL CONTACT:TITLE:ORGANIZATION:

IEEE / Hilton Hotel Agreement 2019 Page 1 of 31

mailto:[email protected]

ADDRESS:CITY, STATE, ZIP:PHONE:FAX:E-MAIL:

ARTICLE 1.

Guest Room Accommodations

1.1. This Agreement applies to the following block of rooms (the “Room Block”). The Hotel shall, on a regular basis, advise the Group of the number of rooms reserved in the Room Block and the number available.

DateDay of WeekMonth/Day

Year

Day of WeekMonth/Day

Year


Year


Year


Year


Year

Single/Double (ROH)

# ofRooms

# ofRooms

# ofRooms

# ofRooms

# ofRooms

# ofRooms

Gov’t. Rooms

Staff Rooms

Suite Upgrades #of Upgrades #of Upgrades #of Upgrades #of Upgrades #of Upgrades #of Upgrades

Total Room Nights: XX

1.2. The Hotel shall accommodate the Group for early arrivals and late departures in accordance with the expected arrival/departure pattern of the Room Block. In no case shall the minimum Room Block commitment as stipulated in this Agreement be reduced or increased except in writing signed by the Group and the Hotel.

1.3. The Group may increase the Room Block by up to XX%, on a space available basis at the Group Rate as defined below. Such increase shall be confirmed in writing and signed by the parties.

1.4. The Hotel is pleased to offer G.R.I.P., Hilton's proprietary Group Reservation Identification Program, which automates the process of cross referencing registration lists to identify rooms booked outside of the reserved Room Block. The Group’s final report of consumed rooms will reflect all rooms associated with the Room Block and credit toward performance damages, complimentary rooms, etc. for rooms booked outside of the reserved Room Block will be provided. If the Group requests a comparison through G.R.I.P., it will need to electronically provide the first and last names of attendees registered for the Event to the Hotel. Group agrees that Group takes full responsibility for (a) determining whether it is necessary to disclose to Group’s attendees that information is being provided to Hotel by Group or vice versa which may be considered private or confidential, and for making such


disclosure, if it is required, and (b) obtaining any necessary permissions from attendees allowing for such exchange of information. After comparing the Group’s list to the Hotel’s guest registry, Hotel will advise the Group of the number of room nights occupied by the Group’s attendees reserved outside the Room Block and the revenue generated by those room nights, which will be added to the Group’s revenue achieved for purposes of determining the Group’s obligations under this Agreement. Any revenue for no show charges will be credited to the Group’s revenue total for purposes of calculating performance damages. If at any time the Group request Hotel to provide the Group the names of the guests who reserved rooms outside of the Room Block, the Group agrees to sign an addendum relating to use of G.R.I.P. for the Event and to fully indemnify, defend and hold harmless Hotel and Hilton Domestic Operating Company Inc. (“Hilton”) from and against any and all claims, settlements, judgments, fees or costs, including attorney’s fees and expert witness fees and costs, incurred as a result of any claim by any person or entity arising out of the release of information about a guest or guests to the Group, as part of this comparison process. The Group’s event manager will discuss how Hotel can assist the Group in managing the Group’s attendees’ booking behavior.

1.5. The Hotel agrees to contact the Group to review the Room Block commitment (“Room Block Review”) on or before:

Month Day, Year 30 days after YEAR conference



Month Day, Year 6 months prior to Event

Note: If you are contracting for an Event that occurs within 6 months please add a review date 90 days from the Event start date

1.6. Upon mutual agreement between Group and Hotel, at the Room Block Review dates listed above, the parties have the right to increase based on room availability or decrease the Room Block up to XX% as well as make corresponding changes to the Schedule of Events attached as Exhibit B. Group may request a shift of peak room night blocks, and such shifting may be accommodated to the extent Hotel’s other obligations permit. Such changes to the Agreement shall be confirmed in writing and signed by the Hotel and the Group. All adjustments in Room Block will result in a proportionate adjustment in meeting space based on mutual agreement. All adjustments will be subject to availability.

1.7. Baggage will be stored at no charge for early arrivals and late departures.

ARTICLE 2.

Group Room Rates

2.1. The Hotel confirms the following special run of the house rates for the Group (the “Group Rate”).

Note: If Hotel will not confirm a room rate you need a formula for determining the rate based on the current rate. The formula should have a number of options, e.g., the lower of (a) “x” % off the best available rate BAR), (b) today’s rate + 3-5%/ year increase, (c) today’s rate + increase in the Consumer Price Index


Single/Double

$ XX.00 Suites $ XX.00

Government $ XX.00 Additional Person $ XX.00

Staff Rate $ XX.00

2.2. The Group Rate covers all attendee sleeping room costs, including service fees, but is exclusive of applicable state and local sales/room taxes, fees and assessments currently a combined XX%. Housekeeping and other gratuities will be up to the individual occupant’s discretion.

2.3. Rate Extension: The Group Rate will be offered from Month Day, Year to Month Day, Year, subject to availability of rooms at the time of reservation to accommodate those who wish to extend their visits. These nights will be credited back to the Room Block.

2.4. Rate Protection: Hotel agrees that Group’s single/double Group Rate will be no higher than the average daily single/double rate of any other like group, “like” shall be defined as:

2.4.1. Groups whose meeting dates fall over the same period (i.e. from seven (7) days pre-event to seven (7) days post-event. Exceptions include holiday periods and changes in selling season.

2.4.2. Groups having a similar revenue portfolio (within 10% of that booked by Group)

2.4.3. Groups having same arrival/departure pattern.

Should it be determined that another group (meeting the parameters as stated above) is booked into the Hotel with a lower net rate, the Hotel shall be obligated to match the net rate offered to the other group.

2.5. Summary of Revenue Anticipated by Hotel from this Agreement: The following chart illustrates the total potential value of the Event. The Hotel has offered the negotiated sleeping room rates, meeting room inventory and other concessions in this Agreement based upon the total revenue contracted, as well as additional revenue from providing additional services to the Group and its attendees at additional charge. Any requests for additional sleeping rooms, meeting rooms, function space and/or food and beverage to be added after Agreement signing will be subject to availability, and agreed upon changes would be confirmed in a written amendment to this Agreement signed by both parties.

Summary of Revenue Anticipated by Hotel from this Agreement

Total Anticipated Sleeping Room Revenue: $

Total Anticipated Food and Beverage Revenue:Total Anticipated Food and Beverage Revenue does not include gratuities, service charges, supplemental surcharges, applicable federal, state or local taxes or any other fees outside of food and beverage product sales.

$

Total Anticipated Meeting Room Rental Fees: $


Estimated Ancillary Revenue:Ancillary revenue for this chart should include only revenues sponsored by Group and billed to the master—i.e. if Group is sponsoring golf or spa, for attendees, the value of that should be in here. All addendum / contractual agreements added after the signature of this contract will supersede this agreement. This line will not apply to ancillary spending by individual guests

$

Estimated Total Resort Fees: DELETE IF RESORT FEES ARE NOT APPLICABLE $

“Total Anticipated Revenue”: $

ARTICLE 3.

Commission/Event Planner Bonus Points

3.1. [Commissionable or Non-Commissionable] (CHOOSE THE APPLICABLE OPTION at contracting time)

Option One (Commission to IEEE): Commission of XX% of the Group Rate (excluding any rebates, housing company fees or other subsidy) will be paid on all revenue rooms actually occupied and paid for by Event attendees that were reserved as part of the established Room Block at the Group Rate (the “Commission”). The Commission will be paid to IEEE (“Planner”) unless Hotel receives confirmation in writing signed by Group that Commissions are to be paid to some other person or entity. Commission will be paid after receipt by the Hotel of full payment of the Master Account, but Hotel has no obligation to take any action to collect any said funds. Group agrees that it takes full responsibility for determining whether further disclosure of the Commission is required and for making such disclosure, if it is required. Group further agrees that it will reimburse Hotel for any reasonable fees, costs, liabilities or expenses that Hotel incurs should any person claim disclosure was insufficient.

Option Two (Commission to Third Party): Commission of XX% of the Group Rate (excluding any rebates, housing company fees or other subsidy) will be paid on all revenue rooms actually occupied and paid for by Event attendees that were reserved as part of the established Room Block at the Group Rate (the “Commission”). The Commission will be paid to [Name of Entity] (“Planner”) unless Hotel receives confirmation in writing signed by Group that Commissions are to be paid to some other person or entity. Commission will be paid after receipt by the Hotel of full payment of the Master Account, but Hotel has no obligation to take any action to collect any said funds. This Agreement does not create any rights on behalf of Planner to enforce any portion of this Agreement nor does it create any obligation by the Group to enforce Hotel’s payment of the Commission to Planner. Group agrees that it takes full responsibility for determining whether further disclosure of the Commission is required and for making such disclosure if it is required. Group further agrees that it will reimburse Hotel for any reasonable fees, costs, liabilities or expenses that Hotel incurs should any person claim disclosure was insufficient.

Option Three: Group Rate is net, non-commissionable rates.

3.2. Event Planner Program. [Enter the name of the IEEE Organizational Unit/Conference Committee or another individual who is expressly designated to accept the hotel rewards points in conjunction with Event] (CHOOSE THE APPLICABLE OPTION at contracting time) (“Event Planner”) is eligible to earn an Event Planner Bonus for the Event. The Event


Planner’s Hilton Honors Account Number is [Insert Event Planner’s Hilton Honors account number]. This must be reported to IEEE at time of collection of points by both Hotel and Event Planner. For this Event, the Group’s authorized representative is eligible to earn one Hilton Honors bonus point for every eligible dollar spent. Eligible revenue will include all revenue generated and charged to the Group master account (such as guest room accommodations, food and beverage, meeting room rental) revenue up to a maximum of $100,000 of eligible revenue. Full details and rules regarding the Event Planner Program are available by visiting www.hilton.com. Group agrees that it takes full responsibility for determining whether further disclosure of the commission is required and for making such disclosure if it is required. Group further agrees that it will reimburse Hotel for any fees, costs, liabilities or expenses that Hotel incurs should any person claim disclosure was insufficient.

ARTICLE 4.

Complimentary Rooms

4.1. The Hotel shall provide the Group with one (1) complimentary guestroom for every _________ (##) guestrooms occupied on a cumulative basis by the Event attendees over the dates established, (calculated by adding the total number of guestrooms occupied by the Group over the dates established, dividing that number by [##] and rounding up to the nearest whole number). A single or double room is counted as one (1) room, one-bedroom parlor suite as two (2) rooms, etc. Complimentary rooms may be (i) assigned by the Group to individuals in any manner over the actual conference dates or immediately before or after the Event Dates or (ii) applied to the Master Account provided, however, that the Hotel must be notified of the Group’s intentions to apply said complimentary rooms to the Master Account prior to arrival.

4.2. Any unused complimentary units shall be credited to the Master Account, as long as the credit does not exceed the value of the Master Account, based on a quoted unit rate multiplied by the number of unused room nights.

ARTICLE 5.

Additional Concessions

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

Value per Unit

Units/Quantity Duration Concession Total Retail Value

Savings

5.2. Group Rebate. (Choose applicable Option at contracting time)


Option 1: Hotel will pay a 2% rebate on F&B and Event Room Rental Revenue. This rebate will not apply for sleeping rooms as they are commissionable at 10%.

Option 2: Hotel will pay a 2% rebate on F&B, Event Room Rental, and sleeping room revenue. This rebate will apply for sleeping rooms as they are non-commissionable.

This rebate will be credited to the Master Account, up to the amount due on the Master Account. Any access amounts shall be paid by the Hotel to the Group within thirty (30) days of the end of the Event. If there is no Master Account, payment will be made by Hotel after receipt by the Hotel of full payment of all amounts payable by the Group pursuant to this Agreement. Group agrees to take full responsibility for determining whether further disclosure of this Rebate is required and for making such disclosure if it is required, and Group further agrees to reimburse the Hotel for any reasonable fees, costs, liabilities or expenses that the Hotel incurs should any person claim that disclosure was insufficient.

5.3. Event Planner Bonus Program. Event Planner is eligible to earn Double Event Planner Bonus for the Event. The parameters of the Event Planner Bonus Points Program are outlined in Section 3.2 above.

ARTICLE 6.

Room Block Attrition

6.1. This Agreement is based in part on the Group’s use of XXXX total revenue room nights. In the event the actual use of revenue room nights, on a cumulative basis, falls below XX% (XXX room nights) of the original Room Block commitment, or if the Room Block has been adjusted, XX% of the adjusted Room Block, Group agrees to pay an attrition charge. This attrition charge amount shall be calculated by multiplying the estimated rooms profit percentage per room (“Estimated Profit) times the average Group Rate, exclusive of taxes, for each room night below XX% of the applicable Room Block. Such charges shall be added along with applicable state and local taxes, to, and payable as part of, the Master Account. For purposes of this Agreement, the parties agree that the Estimated Profit percentage is XX%. [(Note: Estimated Profit percentage to be negotiated at time of contracting, but must not exceed 80%; e.g. guest room rate of $200 x profit % of 80% = $160 guest room rate due as value of attrition x number of guest room nights below agreed upon attrition %)]

6.2. The Hotel and Group intend to liquidate the damages in the event that the Group fails to use XX% of the original or adjusted Room Block, at a minimum. Therefore, Group and Hotel agree (i) that the above formula is a reasonable estimate of the Hotel’s damage in the event that such a minimum is not met and (ii) that the liquidated damages set forth in the section do not constitute a penalty.

6.3. The Hotel shall undertake reasonable efforts to resell any unused rooms and shall credit the Estimated Profit on those sales against any attrition fees. The Hotel agrees to reduce any attrition charges owed for sleeping rooms by the Estimated Profit on the revenue received from unused sleeping rooms that are resold by Hotel. Sleeping rooms will be considered “resold” to the extent that the Hotel sells more sleeping rooms on a night of the Group’s Event than it would have had available to sell if Group had fully occupied its reserved block. Each room resold will be counted as a room occupied in the Group’s Room Block. For example, the Hotel has XX total available rooms. If Group reserves XX rooms, Hotel


will have XX rooms available to sell before “reselling” an unused room that was party of Group’s reserved Room Block. [Hotel to fill in blanks to reflect its inventory and the Group’s Room Block on peak night, such as “For example, the Hotel has 500 total available rooms. If Group reserves 200 rooms, Hotel will have 300 rooms available.] If Group owes Room Block attrition charges, the resold room revenue credit will equal the number of rooms resold times the Hotel’s average daily rate for the applicable day times the Estimated Profit percentage, which amount will be added to the revenue achieved by Group for purposes of calculating the amount of attrition charges due, if any.

6.4. The Hotel shall not include any rooms that are not available for sale in any attrition or cancellation calculations, this includes rooms being remodeled or not used for any reason by the Hotel.

ARTICLE 7.

Reservation Procedures

7.1. All reservations will be made by telephone +1 XXX XXX XXXX. Event attendees will reference [Insert Code] [alternative: a code to be provided by the Hotel after the execution of this Agreement] when making reservations. The Hotel shall offer individuals the opportunity to make online reservations by way of the Hotel’s web site (Insert Web Address) [alternative: that will be created specifically for the Event. Such web address will be provided by the Hotel after the execution of this document]. Event attendees will reference [Insert Code] [alternative: a code to be provided by the Hotel after the execution of this Agreement] when making online reservations.

If using a housing authority – please use 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 Room Block will be accepted only from the housing authority.

7.2. The reservation cut-off date shall be Month Day, Year at 5:00 p.m. [choose one Eastern, Central, Mountain, or Pacific] time (“Cut-Off Date”). Reservations received after the Cut-Off Date will be accepted by the Hotel on a space available basis at the Group Rate and will be credited to the Room Block. Any modifications made to reservations made prior to the Cut-Off Date, but modified after the Cut-Off Date, will be treated as reservations made prior to the Cut-Off Date. All cancellations received by the Hotel prior to the Cut-Off Date will revert to the Room Block.

After the reservation Cut-Off Date, the Hotel will continue to hold any rooms in Group’s Room Block not assigned to a specific attendee for the Group if Group pays for such rooms in full at that time or if Group guarantees payment of such rooms to the Master Account (if Master Accounts privileges have been approved by Hotel). If Group has not guaranteed or prepaid such rooms, Group agrees that Hotel may offer unused sleeping rooms held in the Room Block to other customers. Group agrees that the release of rooms will not affect the enforceability of this Agreement or Group’s obligation to pay for unsold rooms in Group’s Room Block. Rooms may not be released from the Room Block without written authorization from the Group. If rooms are released from the Room Block without Group’s


written authorization and Event participants can no longer make reservations at the Hotel, the Hotel will relocate the affected Event participants as provided in this Section 7.

7.3. 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 (i) send a check or money order covering the first night’s room rate plus applicable sales tax, (ii) send a signed letter or form authorizing the Hotel to charge the room deposit and applicable sales tax to the guest’s major credit card or (iii) give the guest’s major credit card by telephone. At the Group’s discretion, specific reservations may also be guaranteed to the Master Account if requested in writing by an Authorized Signatory, as defined in Section 10.1 below. 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 no shows except for those reservations guaranteed to the Master Account. The Group shall publicize the Hotel’s advance deposit requirements to the individuals planning to attend the Event. The Hotel shall allow name changes without any penalty. All guaranteed reservations will receive either written or verbal confirmation from the Hotel.

7.4. Room Pick-Up Report: Hotel will use commercially reasonable efforts to provide each week, starting eight (8) weeks prior to your arrival date, a room pick-up report showing the number of rooms on each Event Date for which Hotel has received reservations from Event attendees as well as a comparison against the contractual guest Room Block at time of reservation Cut-Off Date and any potential attrition calculations should one exist. If Hotel fails to provide each of the aforementioned reports, such failure shall not be considered a breach of contract by Hotel. However, if the Group requests such a report that was not provided pursuant to this provision, the Hotel must provide such report within five (5) days following the request.

7.5. Hotel shall not charge any additional mandatory charges to any guest folio or to the Master Account if not specified in this Agreement. The Hotel shall not charge or post to any room ledger of an Event attendee or to the Master Account any amount except those that are agreed to and signed for in advance by an Authorized Signatory as defined in Section 10.1. Further, the Hotel shall not, directly or indirectly, impose any surcharges to Event attendees during their stay.

Additional Spend: The Group agrees to pay the Hotel for any food, beverages and other services not expressly set out in the Agreement and any appendix but authorized by a written request, signed by an Authorized Signatory during the Event. Such request must include the cost and quantity of the additional goods or services and shall be governed by the terms of this Agreement.

Supplemental Surcharges: Supplemental surcharges are charges added to the Group’s Master Account bill to pay for costs incurred by the Hotel in connection with additional equipment, administration, and staffing necessary for the Event. These surcharges will be solely retained by the Hotel and are not distributed to hourly or tipped employees. Examples include, but are not limited to, early sets, late end times, outdoor venues, resets, refreshes, cleaning and other service that require staffing above normal levels and/or services outside of the normal scope contracted and paid products and services. Any such Supplemental Surcharges shall be agreed to in writing by the Group prior to Hotel incurring such charges.


Optional Clause:

F&B Events Under 20 People -- Extra Room Charge: A supplemental surcharge of $XX will be added to Group’s Master Account for each food and beverage function with a guaranteed number of less than twenty (20) guests in attendance.

Additional Charges: In addition to the customary charges associated with Group’s Event (for example, sleeping room rates, meeting room rental, banquet charges, audiovisual, etc.), Hotel may offer other services for which there may be fees either to Group or the individual attendee (as applicable). Examples of potential additional charges could include Package Handling, Business Center, Sign Making, Banner Hanging, Telephone Rental, Private Locks, Electrical Power, Labor for Audiovisual & Electrical Requirements, Athletic Club, Parking, Luggage Storage. Prior to Group’s Event, Group may request that Hotel disclose to Group those potential additional charges that are in effect at the time of Group’s Event.

7.6. Hotel shall use commercially reasonable efforts not to relocate any Event 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 the Event attendees, the Hotel shall be considered overbooked and, at the Hotel’s sole expense, the Hotel shall (with a Group’s representative’s approval) provide:

7.6.1. Alternative accommodations of equal value for said persons at an objectively equal or better nearby hotel at no charge to the guest for the length of stay that the guest is displaced.

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

7.6.3. Two (2) phone calls of no more than five (5) minutes in length and necessary arrangements for forwarding the displaced guest’s telephone messages and mail.

7.6.4. An offer to relocate the displaced guest back to Hotel’s first available room.

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

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

7.6.7. If a room of equal or greater value to the room originally booked becomes available at the Hotel for the displaced guest and the guest elects not to return to the Hotel, the Hotel will have no further obligations under this clause.

7.7. The Hotel’s check-in time is X:00 p.m. The Hotel’s checkout time is X:00 p.m. Guests are permitted to check in earlier or check out later subject to room availability.

ARTICLE 8.

Food and Beverage

8.1. The Group agrees to provide Hotel with $XXXX in food and beverage expenditure [choose one: inclusive or exclusive] of applicable service charges, gratuities, and state and


local taxes (the “F&B Commitment”). Hotel understands that Group’s program may change slightly between the time of contracting and arrival and therefore Hotel will allow Group to reduce its F&B Commitment without liability by up to XX% of the originally contracted F&B Commitment. Any such request for reduction must be made in writing and delivered to the Hotel no later than the reservation Cut-Off Date. Should the Group’s food and beverage revenue fall below this amount, the Group will be liable for the difference between the F&B Commitment (as adjusted, if any, per Section 8.3 and as adjusted, if any, pursuant to this clause) and the actualized food and beverage revenue received by the Hotel for Group’s banquet food and beverage functions during Group’s Event dates, plus any applicable state or local taxes as required by law. This amount will be placed on the Group’s Master Account.

The Hotel and Group intend to liquidate damages in the event the Group fails to meet the F&B Commitment set forth in this section. Therefore, the Hotel and Group agree that (i) that the above formula is a reasonable estimate of the Hotel’s damage in the event the F&B Commitment is not met and (ii) that the liquidated damages set forth in this section do not constitute a penalty.

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




Month Day, Year 6 Months before Event

Note: If you are contracting for an Event that occurs within 6 months please add a review date 90 days from the Event start date

8.3. 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 meeting and function space block, such changes to the Agreement shall be confirmed in writing and signed by both parties at these times without penalty and will become the new F&B Commitment as it relates to performance in Section 8.1.

8.4. Price Increases: The Hotel guarantees that food and beverage prices as outlined in the Food and Beverage Price List attached as Exhibit A will not increase by more than XX% annually from date of this Agreement. The food and beverage prices applicable to the Event (“F&B Prices”) will be confirmed by the Hotel at least twelve (12) months (Month Date, Year) prior to the first Event Date. F&B Prices shall apply to all food and beverage charges incurred by the Group regardless of menu increases.

8.5. The Hotel shall be prepared to serve at least XX% over the F&B Commitment.

8.6. GRATUITY: XX% (or the current gratuity in effect on the day of the Event pursuant to the applicable collective bargaining agreement) of the food and beverage total plus any applicable state and/or local taxes will be added to the Group’s Master Account as a gratuity and fully distributed to servers, and where applicable, bussers and/or bartenders assigned to the Event. The gratuity and any applicable taxes will be separately stated on the Hotel’s invoice to Group.


8.7. SERVICE CHARGE: XX% (or the current service charge in effect on the day of the Event pursuant to the applicable collective bargaining agreement) of the food and beverage total, plus any applicable state and/or local taxes, will be added to Group’s Master Account as a service charge. This service charge is not a gratuity and is the property of Hotel to cover discretionary and administrative costs of the Event.

The current tax is:

XX% State

XX% Local

8.8. Wait staff at all meal functions: there will be at least 1 wait person for every:

Sit-Down or Plated Meal Buffet Meal

XX guest at breakfast XX guests at breakfast

XX guests at lunch XX guests at lunch/dinner

XX guests at dinner

8.9. 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, such beverages shall be dispensed only by the Hotel’s employees and bartenders. The Hotel is licensed to serve food and beverages. No food or beverages may be brought into the Hotel by Group for service at this Event.

8.10. License Requirements: Hotel’s alcoholic beverage license requires that 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, (ii) refuse alcoholic beverage service to any person who, in Hotel’s judgment, appears intoxicated, and (iii) instruct its personnel to avoid encouraging patrons to consume alcoholic beverages (commonly referred to as “over pouring”).

8.11. Training: Hotel represents and warrants that all Hotel personnel who dispense or serve alcohol have undergone training to prevent any incidents that could result in claims of liquor liability.

8.12. Adherence to Law: Hotel shall adhere to all federal and state laws regulating the sale and service of alcoholic beverage.

8.13. Indemnification: Notwithstanding any other provision of this Agreement, the Hotel shall defend, indemnify and hold harmless IEEE, 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 by or arising from the Hotel’s sale or servicing of alcoholic beverages. The terms of this provision shall survive the termination or expiration of this Agreement.

If no food & beverage is included in the contract, delete 8.1-8.12 and add ‘Reserved’ under the Article Number and Heading:

[Reserved]


ARTICLE 9.

Function Space

9.1. Based on Group’s requirements, the Hotel has reserved function space as shown on the Schedule of Events attached as Exhibit B. Function space charges, if any, are outlined in Exhibit B. Any changes to the room assignments as outlined in Exhibit B 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.

9.2. The Hotel shall not reassign contracted space unless approved by the Group. The meeting room rental for the space requested in Exhibit B is $XX.

9.3. No other group shall be allowed to use the Group’s defined foyer function space as set forth in Exhibit B during a planned function.

9.4. If requested and outlined in schedule of events (Exhibit B), the Hotel will provide to Group a registration area directly outside the main meeting room consisting of no less than (3) 6 x 30 tables with (4) chairs beginning one day prior to Event start for set-up until four hours after the Event concludes. This registration area will not be shared with any other group for any period of time. This area should not be broken down and reset at any time over the Event Dates unless approved by Group. This space should be able to accommodate power and telephone hook-up.

9.5. There shall be no charge to the Group for the 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 chair, water and glasses, pads and pencils, bulletin or message boards and the house sound system.

9.6. For the first XX boxes and subject to availability within Hotel’s storage facilities, the Hotel shall not charge for storing the Group’s meeting materials and publications for up to five (5) business days prior to the start of the Event and up to two (2) business days after the Event ends. Unless in violation of Hotel’s labor agreement, the Hotel’s staff shall assist in moving these materials to the registration area at no charge.

9.7. Vendors: Subject to the requirements of the second paragraph below in this Section 9.7, Group reserves the right to utilize the supplier of its choice for services or rentals in the areas of (but not limited to) audiovisual, exhibit decorating, security, transportation, tours, business center, computer rental additional tables, chairs pipe and drape, poster boards, etc., with no surcharge from Hotel or from its in-house supplier, unless not using Hotel’s in-house supplier of any such services would cause Hotel to violate union requirements or breach any written agreement executed prior to this Agreement, or unless there are additional electrical charges associated with the services being performed by Group’s supplier(s). Unless specifically agreed otherwise by the parties, this provision does not apply to food and beverage service.

Should Group elect to utilize outside contractors or subcontractors on Hotel premises during the Event, including, but not limited to, a destination management company, audiovisual services, decorators, or others, Group must notify Hotel of Group’s intention to use such providers at least thirty (30) days in advance of the Event. Group’s outside contractors must


sign the Hotel’s then-current hold harmless, indemnification and insurance agreement in favor of Hotel, Hilton and IEEE, and provide proof of insurance in amounts acceptable to the Hotel, before they will be allowed to provide services on Hotel premises. Hotel may change the amount and type of insurance required at its reasonable discretion based on the type and nature of services being provided by the Group’s outside contractors. In some instances, Hotel may be required, pursuant to obligations imposed on Hotel by labor unions or collective bargaining agreements, to utilize Hotel labor to provide certain services, and Group agrees to pay the fees and/or charges associated with these services.

9.8. Audiovisual: Group reserves the right to bring its own audiovisual equipment with no surcharge from the Hotel or from its in-house supplier, unless this would cause Hotel to violate union requirements or breach any written agreement executed prior to this Agreement).

If the Event will involve the use of the Hotel’s exhibit space, and if Hotel reasonably believes that additional outside security personnel are a reasonable and prudent decision in order to maintain adequate security measures in light of the size and/or nature of the Event, and unless the Group reasonably and timely objects to such requirement, the Group will provide, at its expense, security personnel supplied by a reputable licensed guard or security agency doing business in the city or county in which the Hotel is located, which agency will be subject to Hotel’s prior approval, which shall not be unreasonably withheld. Such security personnel may not carry weapons. The Group’s security agency must sign a hold harmless, indemnification and insurance agreement in the form currently in use at Hotel in favor of Hotel, Hilton and IEEE, and provide proof of insurance in amounts reasonably acceptable to Hotel before they will be allowed to provide security services on Hotel premises.

If no function space is included in the contract, delete 9.1-9.8 and add ‘Reserved’ under theArticle Number and Heading:

[Reserved]

ARTICLE 10.

Billing Arrangements

10.1. The Hotel shall establish a master account for the Group for those 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. Direct billing of the Master Account is subject to prior credit approval (IEEE’s credit application is on file in Hilton’s central credit database); otherwise advance payment will be required. Authorized Group food and beverage charges are to be billed to the Master Account. At least three (3) weeks prior to the Event, 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 and to sanction additional spend at the Event over and above the contracted amounts (“Authorized Signatory”); (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. If advance payments are not paid within five (5) days of


the deposit due date, Hotel will contact IEEE Meetings, Conferences, & Events (MCE) at [email protected]. MCE will have ten (10) days to pay the deposit. If payment is not received, the Hotel will have the right, at its option, to consider the Agreement cancelled with written notice to the Group.

If applicable, Group agrees to the following deposit schedule:

DEPOSIT SCHEDULE

Due Date Amount

Initial Deposit <date> No more than six months out from arrival date.

$<amount>

Second Deposit <date> No more than 3 months out from arrival date.

$<amount>

Third Deposit <date> No more than 1 month out from arrival date.

$<amount>

10.2. Hotel agrees to provide a post-Event report to the Group and to the IEEE at [email protected] detailing the room pickup, cancellation and no-show factor and the number of guaranteed meals versus the number served at each meal function.

10.3. All bills should be provided to the Group each day for review. The Authorized Signatory will be available each day to review and sign all accepted bills.

10.4. Master Account charges shall be paid thirty (30) days after receipt of a complete, final bill and the post-Event report outlined in Section 10.2 above. The Hotel will provide two copies of the bill, with each copy to be distributed as follows:

Event Contact as indicated on page one of this Agreement.

IEEE Meetings, Conferences, & Events (MCE); Attn: Richard Jannuzzi, 445 Hoes Lane, Piscataway, NJ 08854, USA.

If any area of the bill is in question, the Group shall advise the Hotel’s convention services and accounting department of the specific item(s). The portion(s) of the bill, which is/are unclear or in question, will be “suspended” for thirty (30) days, during which time the Hotel shall fully research the charge(s) and provide full documentation and proper back-up, all other undisputed charges will be paid. The final bill, excluding contested charges, shall be paid within thirty (30) days of receipt.

10.5. Hotel agrees that should the Group meet the requirements for an exemption from sales tax in the jurisdiction in which the Event shall be 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 Event Date.

ARTICLE 11.


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

ARTICLE 12.

Termination12.1. This Agreement may only be terminated for Cause (as defined in ARTICLE 13 below)

upon written notice given by either party to the other. “Cause” shall include, but not be limited to, a breach of the obligations under this Agreement. It is further provided that there shall be no right of termination without penalty for the sole purpose of holding the Event in some other facility or city and/or for the sole purpose of booking another organization. In the event of any termination of this Agreement by Group for Cause, the Hotel shall immediately refund any deposit or money paid in advance by the Group or any Event attendees and the Group shall not be responsible to pay the Hotel any additional amounts otherwise due under this Agreement.

12.2. In the event that the Group cancels this Agreement other than for Cause, 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 (damages are based on revenue) determined as follows:

Note: Liquidation damages cannot equal to 100% of revenue at any point.

% of Total Amount of Liquidated

Date of Decision to Terminate Anticipated Revenue Damages Due_____

Spell out specific date range % $X.00




These liquidated damages are [choose one: inclusive or exclusive] of all applicable state and local taxes. Note: If IEEE is tax exempt in the jurisdiction where the Hotel is located, please negotiate cancellation damages exclusive of tax.

Cancellation damages shall be due and payable within thirty (30) days following receipt of an invoice from Hotel.

12.3. Cancellation by Hotel: In the event that Hotel terminates this Agreement other than for cause, Hotel will be responsible for payment of approved reasonable additional documented expenses incurred by Group as a result of moving the Event to an alternate hotel as set forth below:

Increased room rate at the alternate hotel.

Increased meeting room rental


Provided that final menu prices or maximum menu prices have been agreed upon between Hotel and Group for the Event as described in this Agreement under Section 8.4, increased food and beverage expenses incurred at the alternate hotel for similar menu items for the same events that would have been held at the terminating Hotel.

Reasonable costs incurred for preparing and reprinting materials already printed listing the terminating Hotel as the location of the event, or for preparing and printing materials or sending email notifications of the change in location.

Other expenses or losses that Group can demonstrate were reasonably related to the termination by Hotel and that would not have been incurred by Group if Hotel had not cancelled the Event.

Group will provide to the Hotel reasonable documentation of increased expenses listed above that are incurred by Group. Notwithstanding anything to the contrary as contained herein, Group will be required to take reasonable steps to reduce any damages, including but not limited to using equal or better alternate locations for the cancelled Event identified as willing and able to host the Event on similar terms if possible. Hotel will provide the reimbursement payment within thirty (30) days after the parties mutually agree on the amount to be reimbursed if Hotel canceled Group for any reason other than cause. In the event that the parties cannot agree on the amount of reimbursement, they agree to submit their dispute to arbitration pursuant to the Dispute Resolution provision of this Agreement.

12.4. The exercise by the terminating party of the option to terminate is agreed by the parties to constitute the exercise of a contractual option and not a default and in no event shall the terminating party be liable for more than the option price stated above. The terminating party shall make payment due as a result of termination of this Agreement under the terms of this provision to the other party within thirty (30) days after written notice.

12.5. In the event of cancellation, the Hotel shall make all commercially reasonable efforts to resell the Group’s cancelled guest rooms. In no event may Group transfer or resell its rights under this Agreement to any third party room reseller for purposes of reselling cancelled portions of the Room Block. Group understands that the Hotel sells its remaining guest rooms inventory first before selling Group’s cancelled inventory as described in Section 6.3 above. If the Hotel does resell any or all of the cancelled guest rooms, the Hotel will proportionally refund the cancellation payment. The resold room credit will equal the Hotel’s average daily rate received by the Hotel for the nights on which rooms are resold multiplied by the number of rooms resold, multiplied by the applicable % owed by Group from the cancellation grid above.

ARTICLE 13.

Rights of Termination for CauseThe commitments made by each party will be binding on their respective successors and assigns. Except as otherwise provided in this Agreement, neither party shall have the right to terminate its 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: If events beyond the reasonable control of the parties (including, but not limited to, acts of God, or if the Centers for Disease Control and Prevention within the United States (“CDC”) issues a Level 3 Travel Warning recommending against all non-essential travel to areas within a 5-mile radius of the Hotel during the scheduled time of the Event, labor strikes (except for a labor strike by employees of the party seeking to invoke this clause), declared war that will materially affect the safety of the Event or prevent at least 30% of the attendees from arriving for the first Event Date, terrorist attacks in the city in which the Hotel is located, or curtailment of transportation either in the city in which the Event is taking place or in the countries/states of origin of the Event attendees that prevents at least 30% of the attendees from arriving for the first Event Date, or actions of government authority in either the city where the Event is taking place or in the countries/states of origin of the Event attendees that prevents at least 30% of the attendees from arriving for the first Event Date) make it illegal, commercially impracticable or impossible to perform as originally contracted under this Agreement, the affected party may terminate this Agreement upon written notice within ten (10) days following any such occurrence. Regardless of which party provides notice of such termination, the Hotel shall refund any deposit or money paid by the Group or Event attendees.

Optional Clause:

If the parties agree that a valid force majeure event has occurred as defined above, and if nonetheless the parties agree to hold the Event, then Group may elect to partially perform its obligations under this Agreement and the Hotel shall not impose any fees relating to such reduced-sized meeting such as room attrition and food and beverage attrition fees.

13.2. Construction or Renovation: As of the date of the signing of this Agreement, Hotel has no plans for renovation or remodeling of any facilities which will be utilized by Group pursuant to this Agreement, other than ordinary maintenance. If for any reason renovation and/or construction are unavoidable during the Event, Hotel shall so notify Group in writing within a reasonable amount of time of the following:

Planned scope of project;

Schedule for commencement and completion;

Anticipated impact project will have on areas to be utilized by Group; and

Hotel's plan for minimizing impact of project on the Event at Hotel’s cost.

The parties agree to negotiate in good faith to resolve any concerns raised as a result of renovations or remodeling and to enter into such amendments of this Agreement as may be necessary to reasonably accommodate both parties' interests. In the event parties are unable to reach an agreement as to the impact of the renovations on the ability of the Group to meet its objectives, the parties may agree to hire a mediator to determine the impact of the renovations. If the parties are unable to resolve the matter, then Group may cancel this Agreement without liability.

Optional Clause to be used if Hotel advises Group of renovation plans at time of contracting and group agrees to sign contract based upon Group’s understanding of the intended renovations.


Hotel has advised Group of plans that it currently has in place for renovation or remodeling of any facilities which will be utilized by Group pursuant to this Agreement, including:

a. Planned scope of project: [insert details here]

b. Schedule for commencement and completion: [insert details here]

c. Anticipated impact project will have on areas to be utilized by Group: [insert details here]; and

d. Hotel's plan for minimizing impact of project on Group: [insert details here].

Hotel's plan to renovate or remodel will not constitute grounds for termination of this Agreement unless mutually agreed upon by both parties. If the above plans or schedule changes, Hotel will advise Group within a reasonable amount of time. The parties agree to negotiate in good faith to resolve any concerns raised as a result of renovations or remodeling and to enter into such amendments of this Agreement as may be necessary to reasonably accommodate both parties' interests. In the event parties are unable to reach an agreement as to the impact of the renovations on the ability of the Group to meet its objectives, the parties may agree to hire a mediator to determine the impact of the renovations. If the parties are unable to resolve the matter, then Group may cancel this Agreement without liability.

13.3. Labor Dispute: Notwithstanding anything in the Agreement to the contrary, if within XX weeks prior to the commencement of, or at any time during, the Event, the Hotel is involved in a labor dispute, then the Hotel shall promptly notify Group, and, upon request, thereafter provide Group with non-confidential information regarding the Hotel’s plans for conducting business during the possible work stoppage. For purposes of this section, "labor dispute" shall mean an authorized work stoppage by Hotel employees or other strike activity by a labor organization directed towards the Hotel as the primary employer which causes a material disruption in services to be provided to Group, but shall NOT include sympathy strikes, boycotts of the Hotel or other union efforts to discourage Group or Group’s attendees from patronizing the Hotel. The parties agree to negotiate in good faith to resolve any concerns raised as a result of such actual or possible work stoppage and to enter into such amendments of this Agreement as may be necessary to reasonably accommodate both parties' interests. If the Group reasonably concludes that, despite the information provided by the Hotel, such actual or possible work stoppage would materially disrupt or interfere with the use of the Group’s contracted meeting/function space or result in a material deterioration in the quality of service to be provided by Hotel to Group under this Agreement, then Group may terminate the Event without further liability to either party by giving written notice of termination to the Hotel. If the Event is properly cancelled by Group pursuant to this clause, then upon written request by Group, Hotel agrees to refund to Group all prepaid deposits or advance payments paid to Hotel without deduction.

13.4. Deterioration in Quality: The Hotel warrants that service, physical structure, and cosmetic appearance at the time of this Agreement shall be the same or better on the first Event Date, subject to normal wear and tear. The Hotel shall maintain its current “star”, rating. Failure to maintain this status may be grounds for the Group to terminate this Agreement without liability, provided that such notice is given within thirty (30) days of Group’s receipt of notice of such occurrence.


13.5. Change in Management: If the Hotel is no longer branded as one of the Hilton portfolio of hotel brands: Hilton, Hilton Inns & Resorts, Curio – A Collection by Hilton, Canopy by Hilton, Conrad Hotels & Resorts, DoubleTree by Hilton, Embassy Suites Hotels, Hampton Inn, Hampton Inn & Suites, Hilton Garden Inn, Home2 Suites by Hilton, Homewood Suites by Hilton, Tru by Hilton, Tapestry Collection by Hilton, or Waldorf Astoria Hotels & Resorts as well as other full service hotel brands that may be added by Hilton from time to time, the Hotel shall so notify the Group and the Group shall have the right to terminate this Agreement due to such a change in brand without liability with written notice to Hotel provided that such notice is given within thirty (30) days of Group’s receipt of notice of such occurrence.

13.6. If either party shall be adjudicated as bankrupt or insolvent by any court of competent jurisdiction or shall be voluntarily or involuntarily placed in reorganization under any bankruptcy laws or shall make an assignment for the benefit of creditors, or shall consent to the appointment of a receiver, liquidator or trustee for itself or for a major part of its assets or shall file any pleading, petition or other instrument in any court whatsoever seeking to take advantage of any bankruptcy or insolvency act or shall file in any proceeding whatsoever any instrument in which it shall in substance or effect admit its inability to pay its debts as they mature, the other party shall have the right to terminate this Agreement without liability under these circumstances if the other party believes that the Event may be affected adversely by such a change in ownership or management or possible bankruptcy.

If Group decides not to terminate Agreement under these circumstances, 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 documented and reasonable reproduction costs.

Use this clause when you are contracting with multiple hotels and a convention center. In order for this clause to be valid the below box should be checked at contracting time.

13.7. Contingency: Group’s performance under this Agreement shall be contingent on the execution of an Agreement between [NAME OF PROPERTY(S) (e.g. Convention Center name)] and IEEE for the rental of space for the period covered by this Agreement. If, said agreement is not executed, or for any reason beyond the control of the Group, the [NAME OF PROPERTY(S)] is not available or the material aspects of the facilities no longer meet Group’s needs, this Agreement may be terminated by written notice from Group without liability. For purposes of this paragraph, “aspects of the facilities” refers to size, access and other physical features, but does include design, décor or pricing of the facility.

ARTICLE 14.

Indemnification and Insurance14.1. To the fullest extent permitted by law, IEEE shall indemnify, defend and hold harmless the

Hotel Hilton, and each of their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hotel Indemnified Parties”), from any and all claims, actions, causes of action, demands or liabilities of whatsoever kind and nature including judgments, interest, reasonable attorneys' fees, and


all other costs, fees, penalties, expenses and charges (collectively, “Claims”) arising from any: (a) gross negligence or willful misconduct of IEEE; (b) IEEE’s failure to perform fully its obligations herein in a timely manner; or (c) breach of any of IEEE’s representations and warranties herein; provided, however, that nothing in this indemnification shall require Group to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the gross negligence or willful misconduct of the Hotel Indemnified Parties. This provision shall also apply to any and all subcontractors employed by IEEE. The terms of this provision shall survive the termination or expiration of this Agreement.

14.2. To the fullest extent permitted by law, the Hotel shall indemnify, defend and hold harmless the IEEE, its subsidiaries, affiliates, officers, directors, employees, volunteers and agents (collectively, the “IEEE Indemnified Parties”), from any and all Claims arising from any: (a) gross negligence or willful misconduct of Hotel; (b) Hotel’s failure to perform fully its obligations herein in a timely manner; or (c) breach of any of Hotel’s representations and warranties herein. This provision shall also apply to any and all subcontractors employed by the Hotel. The terms of this provision shall survive the termination or expiration of this Agreement.

14.3. This section shall not waive any statutory limitations of liability available to either party, including innkeeper’s limitation of liability laws, nor shall it waive any defenses a party may have with respect to any Claim.

14.4. The Hotel and IEEE each agree to carry a minimum of One Million Dollars ($1,000,000.00) in Commercial General Liability insurance and other adequate insurance policies protecting itself against any Claims arising from any activities conducted on the Hotel premises during the Event. Upon request, each party agrees to deliver to the other party certificates of insurance or otherwise make proof of coverage available through an open access medium. The insurance policies shall be endorsed stating that they shall not expire, be cancelled, suspended, voided, or materially changed without 30 days prior written notice to the other party. Failure to furnish certificates of insurance in compliance with this Agreement prior to commencement of work may result in suspension or termination of this Agreement.

14.5. The Hotel agrees to carry a minimum of One Million Dollars ($1,000,000.00) in liquor liability insurance and represents and warrants that all of its employees and agents performing services under this Agreement shall at all times comply with federal, state and local laws pertaining to the sale, service or furnishing of alcoholic beverages.

ARTICLE 15.

Obligations of the Hotel15.1. Delete this Section if this Agreement is for sleeping rooms only: Quiet Enjoyment: It is

agreed that the demeanor of this Event is quiet and conversational. Loud noises from adjoining or adjacent rooms are not acceptable and the Hotel assumes the responsibility to ensure that the Event will not be disturbed. If Group is disturbed by excessive noise, Group will notify Hotel immediately and Hotel will take prompt, reasonable action to cause such disturbance to cease. Unless identified specifically in the Hotel plans


(Exhibit C) or in this Agreement, contracted meeting room spaces have no sight obstructions, have suitable lighting and sight lines for audiovisual presentations.

15.2. Delete this Section if this Agreement is for sleeping rooms only: The Hotel shall be responsible for ensuring that Group’s use of all function space is reasonably free from outside distractions, disturbances and interruptions. 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 may generate noise sufficient to detract from Group’s functions. If necessary, the Hotel shall leave an empty room between Group and such other group as a buffer to eliminate the risk of disturbance.

15.3. The Hotel represents and warrants that there will be no overlapping meetings, conventions, special events, or other attractions planned to be held in the Hotel during the Event that could affect the ordinary use of the meeting rooms or other facilities to be used by the Group and its attendees.

15.4. The Hotel acknowledges and agrees that it shall not, except with prior written consent from the Group, cancel, limit or change the Event Dates or the rooms or space provided for herein for the purpose of accepting other business.

15.5. Compliance with Laws: Hotel represents that it shall comply during the terms of the Event Dates with all federal, state and local fire, safety and building codes. If requested, the Hotel shall provide a copy of the most recent fire inspection and health department inspection reports upon request by Group.

Each party represents, warrants and agrees that it is currently, and at the time of the Event will be, in compliance with all provisions of the Patriot Act and regulations or requests of the U.S. Department of Homeland Security and the Office of Foreign Assets Control in the U.S. Department of the Treasury. Either party may cancel this Agreement without any liability if in that party’s sole, reasonable determination, that party believes that it is necessary to do so in order to comply with its respective obligations under such applicable laws, rules or regulations.

15.6. Auxiliary Aids:

15.6.1. Compliance by Hotel. Hotel shall be responsible for complying with the public accommodations requirements of the Americans with Disabilities Act ("ADA") not otherwise allocated to the Group in this Agreement, including: (i) the "readily achievable" removal of physical barriers to access to sleeping rooms, common areas (e.g., restaurants, rest rooms, and public telephones) and transportation services; (ii) the provision of equivalent facilitation, auxiliary aids and services where necessary; and (iii) the reasonable modification of Hotel's policies, practices and procedures applicable to all guests and/or groups as necessary to provide equivalent access to goods and services to disabled individuals.

15.6.2. Compliance by Group. Group shall be responsible for complying with the following public accommodations requirements of the ADA: (i) the "readily achievable" removal of physical barriers within the meeting rooms utilized by Group which Group would otherwise create (e.g., set-up of exhibits in an accessible manner) and not controlled or mandated by Hotel; (ii) except as required by applicable laws, the procurement and payment of auxiliary aids and services where


necessary to ensure effective communication of Group’s program to disabled participants (e.g., Braille or enlarged print handouts, interpreter or simultaneous videotext display); and (iii) the modification of Group’s policies, practices and procedures applicable to participants as required to enable disabled individuals to participate equally in the program. Hotel will, upon Group request, furnish Group with the names of businesses Group can contact to obtain these auxiliary aids.

15.6.3. Cooperation in Identifying Special Needs. Group agrees that one week in advance of the Event, Group will furnish to Hotel a list of any auxiliary aids and/or services that Group will be providing to Group’s attendees in meeting or function space, as well as any other special needs of attendees with disabilities requiring accommodation by Hotel. Furthermore, Group agrees to notify the Hotel of such needs for accommodation as soon as they are identified to Group. Whenever possible, Group shall copy Hotel on correspondence with attendees who indicate special needs as covered by the ADA.

Alternative Clause to be used if Hotel is outside the United States.

15.6 The Hotel will provide all appropriate facilitation, auxiliary aids and services, and reasonable modifications to policies and procedures to ensure that guests have equivalent access to the Hotel’s goods, services, and accommodations as required by applicable laws and regulations regarding public accommodation of persons with disabilities. The Group agrees that it will be responsible for the procurement and payment of all charges for any and all auxiliary aids that are not required by applicable laws and regulations, but have been requested directly by the Group for the Event. Hotel shall, upon the Group’s request, furnish to the Group the names of businesses it can contact to obtain these additional auxiliary aids. The Group agrees that one week in advance of the Event, the Group will furnish to the Hotel a list of any additional auxiliary aids and/or services that the Group will be providing to the Group’s attendees in meeting or function space, as well as any other special needs of attendees with disabilities requiring accommodation by the Hotel.

15.7 Transmission and Use of Guest Data: The Hotel handles guest personal information in a manner consistent with Hilton’s Global Privacy Statement (https://hiltonhonors3.hilton.com/en/policy/global-privacy-statement/index.html). The Hotel is committed to collecting, protecting, and using personal information in a reasonable manner in accordance with laws applicable to the Hotel, including the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”). Pursuant to GDPR, each party acts as an independent “Data Controller” with respect to its processing of personal information in connection with this Agreement, and each party will comply with its respective obligations as such. To the extent that either party provides personal data to the other party pursuant to this Agreement, the party supplying the personal data confirms that it has consent or another legal basis to provide the personal data to the receiving party. For clarity, nothing in this Agreement limits a party’s ability to use an individual’s personal data to the extent directed by, consented to or requested by such individual. IEEE represents that it has authority from each guest to share guest data with the Hotel as provided herein to secure the reservation(s). The Hotel agrees to treat such guest data in accordance with Hilton’s Global Privacy Statement (https://hiltonhonors3.hilton.com/en/policy/global-privacy-statement/index.html), and the Hotel will be a “Data Controller” for such data.


ARTICLE 16.

Claims and Disputes/Arbitration 16.1. 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 arbitration as described in Section 16.2, except that equitable remedies may be sought immediately.

16.2. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the state and city in which Hotel is located, or the closest available location, using one arbitrator and administered by the American Arbitration Association under its Commercial Arbitration Rules. The parties further agree that in any arbitration proceeding, they may conduct reasonable discovery pursuant to the arbitration rules, that the law of the state in which Hotel is located will be the governing law, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

ARTICLE 17.

Nondiscrimination17.1. 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 the IEEE’s policy and/or applicable laws. 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 partners, contractors, affiliates and clients shall maintain an environment free of discrimination, including harassment, bullying, or retaliation when and where ever those individuals are conducting business with IEEE or participating in IEEE’s events or activities. IEEE is an Equal Opportunity Employer and complies with Executive Order 11246 and hereby provides notice of its compliance with FAR 52-222-26, 41 C.F.R. 60-1.4, 41 C.F.R. 60-250.5 and 41 C.F.R. 60-741.5, which are hereby incorporated by reference.

ARTICLE 18.

Signature18.1. 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.

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, 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. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter.

18.3. Proper Execution: This Agreement is not valid until executed by authorized individuals of both the Hotel and Group. 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: The Hotel may not reassign its rights or duties under this Agreement without the prior written consent of Group; provided, however, that no such consent from Group shall be required in the event that the Hotel is sold or transferred to an affiliated entity of the previous Hotel owner, such as transfers of title for financing purposes. The commitments made by Group will be binding on its successors and assigns. In the event that Group assigns, sells, conveys, pledges or otherwise disposes of all or substantially all of its assets (collectively referred to as "assignment"), by operation of law or otherwise, this Agreement and the obligations herein must also be assigned to and assumed by the successor organization, subject to approval by Hotel. In the event such an assignment is contemplated, Group agrees to notify Hotel at least thirty (30) days in advance of the planned close of the assignment transaction of the entities involved. Hotel will thereafter have twenty (20) days in which to notify Group if assignment is approved. Neither party may otherwise assign this Agreement or any rights hereunder. Group and Hotel are the only parties to this Agreement. There are no third party beneficiaries.

18.5. Scanned or Facsimile Copies; Electronic Signing: This Agreement may be executed in counterparts and by facsimile or scanned transmittal, each of which shall be deemed an original and both of which shall constitute one and the same document. If the parties mutually agree to electronically sign this document by using a reputable service provider such as DocuSign, then such electronic 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) sent via facsimile transmission or email to the other party. Either party may change its address, for purposes of this Agreement, by sending notice to the other party according to this paragraph. The effective date of communications between the parties will be determined as follows:

(a) Communications sent via certified U.S. Mail or private mail delivery service (i.e. Fed Ex) will be effective as of the date received; or

(b) Communications sent via facsimile or email will be considered effective as of the date and time on the facsimile confirmation sheet or email retained by the sender.

For the avoidance of doubt, emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes of this Agreement. However, scanned transmittals of original documents shall constitute signed writings for the purposes of this Agreement.


18.7. Authorized Signatories: All references herein to the Group include specifically Authorized Signatories. The Group will provide a list to the Hotel of those persons authorized to act on their behalf. The Hotel should 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: Except as required to be disclosed pursuant to applicable laws or valid court order or subpoena, the content of this Agreement may not be disclosed to any party not previously authorized to discuss these contents by IEEE and the Hotel. Notwithstanding the foregoing, nothing in this section shall prevent either party from disclosing particulars of this Agreement to (i) Group’s designated third party meeting planner (if any), or (ii) either party’s legal counsel and other professional advisers, so long as such third parties are obligated to maintain such information in confidence in a manner consistent with this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first above written.

The Institute of Electrical and Electronics HOTEL:

Engineers, Incorporated [Insert Full Legal Name of the Hotel Owner]

USA HOTELS ONLY COMPLETE THIS: [By: [Insert Management Entity

Name],

Its Manager]

_________________________________ By: ________________________________IEEE Authorized Signature Authorized Signature for Hotel

_________________________________ ____________________________________Name Name

_________________________________ ____________________________________Title Title

_________________________________ ____________________________________Date Date


ExhibitsA. Food and Beverage Price ListB. Schedule of Events C. Meeting Room Floor Plans

Note: All exhibits must be included in the final signed contract, not just referenced.


Exhibit A

Food and Beverage Price List



Exhibit B

Schedule of Events

(Include specific name of meeting rooms)


Exhibit C

Meeting Room Floor Plans


Documents

IEEE - 7-25-07 HH STANDARD CONTRACT … · Web viewSERVICE CHARGE: XX% (or the current service charge in effect on the day of the Event pursuant to the applicable collective bargaining