EXPRESS AGREEMENT (PUERTO RICO) – SHORT TERM MEETING – ADDITIONAL TERMS AND CONDITIONS
These Additional Terms and Conditions and the Express Agreement (Puerto Rico) – Short Term Meeting, each hereby made a part hereof (collectively, this “Agreement”) are entered into by and between the Hotel and the Group as such terms are defined in the Express Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Express Agreement.
o BANQUET FUNCTIONS:
For Group’s organized food and beverage functions and meetings, the following will apply:
o Overtime; End Time: Group agrees to begin Group’s functions and meetings promptly at the scheduled start time(s) and to have Group’s guests, invitees and other persons vacate the designated function space at the agreed upon end time(s). Hotel may add charges to the Group’s final invoice, and Group agrees to pay such charges, for the actual costs and expenses incurred by Hotel related to Group’s failure to completely vacate the meeting and function spaces by the indicated end time(s).
o Set Up Charges: Upon receipt and review of Group’s Event requirements, should Hotel reasonably determine that extensive meeting room set-ups or elaborate staging will be required, Hotel will advise Group of the potential set-up charges to cover Hotel costs and additional labor. If equipment is necessary that exceeds Hotel’s inventory, then Group agrees to pay for the cost of renting this additional equipment.
o Additional Spend: Group agrees to pay the Hotel for any food, beverages and other services not expressly set out in the Agreement and but provided on Group’s request during the Event. On or before the arrival date, Group will confirm to Hotel in writing the names of those persons who Group has authorized to sanction additional spend at the Event over and above the contracted amounts. All Hotel’s records for additional spend (meeting room rental, audio/visual equipment, flipcharts, F&B functions and other incidentals) will be presented to one of Group’s authorized signatories to be checked and signed on a daily basis. Failure of Group’s authorized signatory to review any or all charges on a daily basis will not be grounds for disputing the charges.
o Outside Food and Beverage: Due to applicable law, Group may not bring alcoholic beverages into the Hotel for Group’s Event. Group must obtain Hotel’s prior approval before Group bring any food or non-alcoholic beverages from outside sources into Hotel’s Hotel. If approval is granted by Hotel, Group may be required to sign a hold harmless and indemnification agreement in the form currently in use at Hotel if food or beverage products not purchased by Hotel but served by Hotel staff are brought in for consumption by Group’s attendees. Service fees will apply to any outside food or beverage served in Hotel’s function space, regardless whether Hotel labor is required.
o Displays and Decorations; Group’s Property: Group may, at Group’s option, purchase insurance to cover Group’s personal property, including decorations, special objects and other property. To the fullest extent permitted by law, Hotel us not responsible for any loss or damage to property belonging to Group or Group’s attendees, and Hotel does not maintain insurance covering such personal property. All displays and/or decorations will be subject to Hotel’s prior written approval and Hotel reserves the right to contract and charge Group for Hotel staff to provide the labor for any installations or removals of such. Hotel can advise Group of such potential charges upon request.
o Outside Contractors: Should Group elect to utilize outside contractors on Hotel premises during Group’s Event, Group must notify Hotel at least ten (10) days in advance of Group’s Event. Hotel may require that Group’s outside contractors sign a hold harmless, indemnification and insurance agreement in the form currently in use at the Hotel for similar outside contractors, and provide proof of insurance in amounts acceptable to Hotel (amounts and types of insurance to be determined in Hotel’s sole discretion based on the type of services the outside contractor will be providing) before the outside contractor will be allowed to provide services on Hotel’s Hotel premises. In some instances, despite Group’s use of an outside contractor, 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. Upon request by Group, Hotel will disclose prior to the Event those services that are required to be performed by Hotel labor (if any) as well as the potential fees and charges associated with such Hotel labor usage.
o Conduct of Event: To the fullest extent permitted by law, Group assumes full responsibility for any damage done to Hotel premises and property during Group’s Event (reasonable wear and tear excepted), but only to the extent such damage is caused by Group, Group’s employees, guests, agents, or contractors, including any damage done resulting from the installation, placement, and removal of Group’s displays, equipment, exhibits, or other items. For clarity, Group will not be responsible for damage caused by guests to guest rooms unless Group has guaranteed payment of the room rate and incidentals for such guest rooms, given that in those instances the Hotel will not always have a credit card on file from the individual guest. Group agrees that Group’s use of function space will not create any unreasonable disturbance to other guests or meetings, such as excessive noise, smoke or fog machines, dry ice, confetti cannons, candles, incense, or any other activity that generates offensive smells. Group will not use such items without advance approval from Hotel. Hotel must exercise reasonable discretion by taking into account the nature of the function when determining whether the function is in fact creating an unreasonable disturbance (i.e., noise levels associated with a live band or music will generate high levels of noise). Hotel reserves the right to end Group’s use of function space immediately if Group does not promptly comply with Hotel’s request to reduce or eliminate any such disturbance, in which case Group will remain responsible for payment of all charges related to Group’s use of the function space and no refunds will be issued by Hotel.
o Fire Safety: For the safety of persons and property, no fireworks or incendiary devices may be used indoors at the Hotel. All room sets must be in compliance with the local Fire Department regulations, including those pertaining to occupancy load, mandatory aisles, ceiling clearance and fire exits. Any Event function that has vehicle displays, fog machines, fueled cooking demonstrations, lasers, exhibits (including tabletop) or extensive productions with staging and props, must have a certified permit from the local Fire Marshall. All associated fees for permits, floor plan approval and stand-by fire watch are Group’s responsibility and final approved copies of all such permits must be provided to Hotel at least three (3) days prior to Group’s Event. Should Group require any rigging services for this Event, all such services must be arranged through the in-house audio-visual provider or the Hotel and Group will be responsible for all costs associated therewith.
o Security: If required, in Hotel’s reasonable judgment, in order to maintain adequate security measures in light of the size and/or nature of the Group’s Event, Group will provide, at Group’s expense, security personnel supplied by a licensed guard or security agency, which agency will be subject to Hotel’s prior approval. Such security personnel may not carry weapons. Group’s security agency will be required to provide proof of insurance and sign a hold harmless agreement in the form currently in use at Hotel before they will be allowed to provide services on Hotel premises.
o Supplemental Surcharges: For Group’s information, supplemental surcharges are charges added to Group’s Master Account 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, set-up charges, late end times, outdoor venues, resets, refreshes, cleaning and other services that require staffing above normal levels and/or services outside of the normal scope contracted and paid products and services.
• GUEST RESERVATION INFORMATION:
If Group requests that Hotel provide Group and/or Group’s representative(s) with access to guest reservation information pertaining to guests who have reserved rooms at the Hotel as part of the Room Block established pursuant to this Agreement, then Group certifies that Group have already obtained, or will obtain, consent from each of Group’s attendees for the Hotel or Hilton Domestic Operating Company Inc. (“Hilton”) to provide to Group and/or Group’s representative(s) such attendee’s reservation information, and Group further agree to reimburse Hotel and Hilton for any costs, damages, fees or expenses of any kind arising from any claim(s) by an attendee relating to the Hotel’s or Hilton’s disclosure of any attendee’s reservation information.
• AUXILIARY AIDS:
The Hotel represents that it contains accessibility features for individuals with disabilities and, where needed, the Hotel will provide equivalent facilitation, auxiliary aids and services, and reasonable modifications to policies and procedures to ensure that its guests have equivalent access to its goods, services, and accommodations. Except as required by applicable laws, Group agrees that Group will be responsible for the procurement and payment of all charges for auxiliary aids and services required by Group’s Event or program attendees in the meeting or function space that Group have reserved. Hotel will, upon Group’s request, furnish Group with the names of businesses Group can contact to obtain these aids. Group agrees that one week in advance of Group’s Event Group will furnish to Hotel a list of any auxiliary aids and/or services that Group will be providing for Group’s attendees in the meeting or function space that Group have reserved. Group also agrees to be responsible for compliance with the Americans with Disabilities Act in the set up and conduct of meetings for Group’s Event.
• COMPLIANCE WITH LAWS:
Each party agrees to comply with all applicable laws and regulations related to the Event that is the subject of this Agreement, including without limitation, health and safety codes, anti-terrorism, anti-corruption, anti-money laundering laws and regulations, and fire regulations. Each party agrees to cooperate with the other party and any relevant government authority to ensure compliance with such applicable laws and regulations. Group expressly acknowledges and agrees that Hotel’s ability to perform under this Agreement is subject to Hotel’s compliance with applicable laws, including but not limited to sanctions laws and regulations. In addition to any other legal rights and remedies available to Hotel under applicable laws, Hotel may cancel the Event and this Agreement without liability to Group, Group’s attendees or any third parties who may otherwise have benefitted from the use of Hotel facilities under this Agreement if Hotel reasonably believes it is necessary to do so in order for Hotel to comply with Hotel’s obligations under all applicable laws or regulations.
• PROMOTIONAL CONSIDERATIONS:
Hotel has the right to review and approve any advertisements or promotional materials in connection with Group’s Event that specifically reference the name of the Hotel or a name or logo owned by Hilton. Group agrees that Hotel may share Group’s Event and event planner information with Hotel’s third party providers who offer support services to groups holding meetings/functions at the Hotel, including audio/visual services, decorators, florists, and others.
• GOVERNING LAW / DISPUTE RESOLUTION:
The parties agree to use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to the Agreement by presenting the dispute to senior representatives of each party for their discussion and possible resolution in the order set forth herein; provided, however, a dispute relating to infringement of intellectual property rights shall not be subject to this provision. If within thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the parties are unable to agree upon a resolution of such dispute, then either party may give notice to the other party of its intention to pursue arbitration or litigation. The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws. Arbitration of disputes (if selected by the filing party) arising out of or in connection with the Agreement shall be resolved in the city and state in which Hotel is located (or the closest available location) using one arbitrator before JAMS or American Arbitration Association. The parties further agree that in any arbitration proceeding, they may conduct reasonable discovery pursuant to the arbitration rules, and any arbitration award will be enforceable in State or Federal court. Litigation of disputes (if selected by the filing party) arising out of or in connection with the Agreement will be resolved in a court of competent jurisdiction in the city and state in which Hotel is located (or the closest available location), and the parties expressly waive the right to a jury trial.
• COLLECTION / LEGAL FEES:
You and the Hotel agree that if any dispute arises in any way relating to or arising out of the Express Agreement, the prevailing party in any arbitration or court proceeding will be entitled to recover an award of its legal fees and costs, plus pre and post judgment interest. If we retain the services of a collection agency or legal representative to assist in the collection of any amounts due to us under the Express Agreement, you will pay all expenses incurred by us in such collection efforts.
• CANCELLATION FOR CAUSE:
In addition to any other legal rights and remedies available to us under applicable laws, we may cancel your Event and the Express Agreement without liability under any of the following circumstances: (i) if advance payments or deposits are not paid on a timely basis; or (ii) for other reasons if we reasonably believe it is necessary to do so in order for us to comply with our obligations under applicable laws or regulations, including if you are added to any restricted party listings as described in the preceding clause. In the event that we cancel your Event for cause as provided for under this clause, then we will be entitled to the full cancellation damages as provided in the Express Agreement.
• HOTEL’S RIGHT TO CANCEL FUTURE CONTRACTED EVENTS:
We may elect to cancel any agreements separately made between you and our Hotel for additional meetings/functions to be held by you at our Hotel in the future without any liability to you for such cancellation (no fees, charges, damages or penalties shall be due from the Hotel as a result of the cancellation and no claim shall be brought against the Hotel as a result of the cancellation) if any of the following occurs: (i) the master account for a completed Event remains unpaid after 60 days; (ii) should your employees, agents, contractors or attendees cause unreasonable damage or disruption to Hotel’s premises, operations or guests; or (iii) if you book and subsequently cancel an excessive number of confirmed events booked using the Express Agreement format, as determined by the Hotel in our sole discretion.
Neither party shall be responsible for failure to perform the Express Agreement if circumstances beyond their control, including, but not limited to; acts of God, terrorist attacks in the city in which Hotel is located, or declared war in the Unites States, make it illegal or impossible for the Hotel to hold the Event. The affected party may terminate the Express Agreement without liability upon providing written notice to the other party within ten (10) days of any such occurrence.
• SUCCESSORS AND ASSIGNS:
The commitments made by each party will be binding on their respective successors and assigns. You not may assign the Express Agreement or any rights hereunder without prior written approval of Hotel. Further, the facilities contracted in the Agreement, including the meeting rooms, are for your exclusive use. You may not re-sell reservations. If we become aware of any violation of this section, we may immediately terminate the Agreement without incurring any liability to you for contracted rooms or rates and you will be responsible for any damages resulting from the cancellation as set forth herein.
• NO BINDING PRECEDENT:
Given that each group booking opportunity is evaluated by Hotel based on numerous factors (including, but not limited to, rate and room availability, total minimum anticipated revenue, seasonal demands, etc.), for the avoidance of doubt, the terms and conditions agreed to in this Express Agreement by Hotel, including but not limited to the special rates and concessions described herein, are for the benefit of the Event set out in this Express Agreement only and cannot be used to create a binding precedent by Group for future events at our Hotel or at any other hotel operating within the Hilton Worldwide portfolio of hotels.
Any amendments or changes to the arrangements described in the Express Agreement must be made in writing, signed by both you and us, provided, however, that your final guarantee of attendance may be made by phone. Any provision in the Express Agreement that is held to be illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions, and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.
Last Revised September 27, 2018