EXPRESS AGREEMENT (USA) – SHORT TERM MEETING – ADDITIONAL TERMS AND CONDITIONS
These Additional Terms and Conditions and the Express Agreement (USA) – 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.
- BANQUET FUNCTIONS:
For your organized food and beverage functions, the following will apply:
Overtime: You agree to begin your Event promptly at the scheduled start time and to have your guests, invitees and other persons vacate the designated function space at the agreed upon end time. You must reimburse us for any overtime wage payments or other expenses incurred by us because of your failure to comply with these requirements.
Set Up Charges: Should extensive meeting room set-ups or elaborate staging be required, there will be a set-up charge to cover Hotel costs and additional labour. If equipment is necessary that exceeds Hotel’s inventory, then you agree to pay for the cost of renting this additional equipment.
Additional Spend: You agree to pay the Hotel for any food, beverages and other services not expressly set out in the Agreement and any appendix but provided on your request during the Event. On or before the arrival date, you will confirm to us in writing the names of those persons who you have authorized to sanction additional spend at the Event over and above the contracted amounts. All our records for additional spend (meeting room rental, audio/visual equipment, flipcharts, F&B functions and other incidentals) will be presented to one of your authorized signatories to be checked and signed on a daily basis. Failure of your authorized signatory to review any or all charges on a daily basis will not be grounds for disputing the charges.
Outside Food and Beverage: Due to applicable law, you may not bring alcoholic beverages into the Hotel for your Event. You must obtain our prior approval before you bring any food or non-alcoholic beverages from outside sources into our Hotel. Service fees will apply to any outside food or beverage served in our function space, regardless whether Hotel labor is required.
Displays and Decorations; Your Property: You may, at your option, purchase insurance to cover your personal property, including decorations, special objects and other property. To the fullest extent permitted by law, we are not responsible for any loss or damage to property belonging to you or your attendees and do not maintain insurance covering it. All displays and/or decorations will be subject to our prior written approval and we reserve the right to contract and charge you for Hotel staff to provide the labor for any installations or removals of such. Hotel can advise you of such potential charges upon request.
Outside Contractors: Should you elect to utilize outside contractors on Hotel premises during your Event, you must notify us at least 10 days in advance of your Event. We may require that your 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 us (amounts and types of insurance to be determined in our 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 our Hotel premises. In some instances, despite your 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 you agree to pay the fees and/or charges associated with these services. Hotel can advise you of such potential charges upon request.
Conduct of Event: You assume full responsibility for any damage done to our premises during your Event, but only to the extent such damage is caused by you, your employees, guests, agents, exhibitors, or contractors as well as any damage done resulting from the installation, placement, and removal of your displays, equipment, exhibits, or other items. For clarity, Group is not responsible for damage to guest sleeping rooms or public spaces of the Hotel not occupied by Group; in those instances, Hotel shall seek payment for damage from the responsible person(s). You agree that your Event 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 activity that generates offensive smells. Hotel reserves the right to end your Event function immediately if you do not comply with Hotel’s request to reduce or eliminate any such disturbance, in which case you will remain responsible for payment of all charges related to your Event function and no refunds will be issued by Hotel.
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 your responsibility and final approved copies of all such permits must be provided to us at least three (3) days prior to your Event. Should you require any rigging services for this Event, all such services must be arranged through the in-house audio-visual provider or the Hotel and you will be responsible for all associated costs.
Security: If required, in Hotel’s reasonable judgment, in order to maintain adequate security measures in light of the size and/or nature of your Event, you will provide, at your 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. Your security agency will be required to provide proof of insurance and sign a hold harmless agreement before they will be allowed to provide services on Hotel premises.
Supplemental Surcharges: Supplemental surcharges are charges added to 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.
- EVENT PLANNER BONUS PROGRAM (IF APPLICABLE):
If an individual is designated in the Express Agreement as the Event Planner, that person may be eligible to earn an Event Planner Bonus for a qualifying event. Only the Event Planner who is specifically named in the Express Agreement will be eligible for this Event Planner Bonus. You (and your Meeting Planner if the Meeting Planner is signing the Agreement on your behalf) agree to take full responsibility for determining whether disclosure of the Event Planner Bonus is required and for making such disclosure if it is required.
- COMMISSIONS (IF APPLICABLE):
If your sleeping room rates are commissionable, then we will pay a commission of 10% of the room rate (excluding any taxes, rebates, housing company fees or other subsidy) for each sleeping room night actually occupied and paid for by you or your attendees that was reserved as part of the established Room Block at the special group rates as specified in the Express Agreement. Commission will be paid only to the designated Meeting Planner, unless before the commencement of the Event, we receive notice in writing signed by you and the designated Meeting Planner that the commission is to be paid to some other person or entity. We have no obligation to take any action to collect funds to be paid as commissions. For the avoidance of doubt, no commission payments will be paid to the Meeting Planner for revenue received by Hotel from full cancellation damages, individual cancellation fees, no-show charges, discounted staff rooms, or performance damages. If no third party meeting planner is used, commission will not be paid to Group. You (and your Meeting Planner if the Meeting Planner is signing the Agreement on your behalf) agree to take full responsibility for determining whether disclosure of the commission is required and for making such disclosure if it is required.
- GUEST RESERVATION INFORMATION:
If your Event involves sleeping room accommodations for your attendees, and if you request that Hotel provide you and/or your 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 you certify that you already obtained, or will obtain, consent from each of your attendees for the Hotel or Hilton Domestic Operating Company Inc. (“Hilton”) to provide to you and/or your representative(s) such attendee’s reservation information, and you 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.
- COMPLIANCE WITH LAWS:
You agree to comply with all applicable laws and regulations, including without limitation, health and safety codes, anti-terrorism, anti-corruption, anti-money laundering laws and regulations, and fire regulations. You represent and warrant that you are currently not on the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcotics traffickers) (the “OFAC List”), nor on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions. If you are added to any such restricted party list prior to your arrival date, then you must notify us immediately. The OFAC List can be found by visiting http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx.
- 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 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.
- PROMOTIONAL CONSIDERATIONS:
We have the right to review and approve any advertisements or promotional materials in connection with your Event that specifically reference the name of the Hotel or a name or logo owned by a subsidiary of Hilton.
- GOVERNING LAW / DISPUTE RESOLUTION:
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. 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, that 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 binding arbitration or litigation. 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 to the extent permitted by applicable law, 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 reasonable 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.
- 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.
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, government regulation; terrorist attacks in the city in which Hotel is located, or declared war in the United 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.
- 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 portfolio.
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.