These Additional Terms and Conditions and the Hilton Worldwide – HPN Confirmation Agreement, each hereby made a part hereof (collectively, the “Agreement”) is entered into by and between the Hotel and the Group as such terms are defined in the Hilton Worldwide – HPN Confirmation Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Hilton Worldwide – HPN Confirmation Only Agreement. For the entire term of your use and occupancy of the Hotel premises during your Program, the parties will comply with all of their respective requirements set forth herein.
1. BANQUET FUNCTIONS:
For your organized food and beverage functions, the following will apply:
Overtime: You agree to begin your Program 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.
Price Increases: There may be increases in prices due to unforeseen changes in market conditions at the time of your Program. We will communicate these increases to you in advance. We will require written confirmation that you agree to pay these increased prices, or at our option we may make reasonable substitutions in menus and you agree to accept such substitutions.
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 labor. If equipment is necessary that exceeds Hotel’s inventory, then you agree to pay for the cost of renting this additional equipment.
Outside Food and Beverage: Due to applicable law, you may not bring alcoholic beverages into the Hotel for your Program. 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 Program, you must notify us at least 10 days in advance of your Program. 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, 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.
Conduct of Program: To the fullest extent permitted by law, you assume full responsibility for any damage done to our premises during your Program, to the extent such damage was caused by you, your employees, guests, agents, and contractors and any damage done resulting from the installation, placement, and removal of your displays, equipment, exhibits, or other items. For purposes of clarity, Group shall not be 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 guest(s). You also agree that your Program 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 Program 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 Program 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 Program 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 Program. Should you require any rigging services for this Program, all such services must be arranged through the in-house audio-visual provider or the Hotel and you will be responsible for all costs associated therewith.
Security: If required, in our sole judgment, in order to maintain adequate security measures in light of the size and/or nature of your Program, you will provide, at your expense, security personnel supplied by a reputable licensed guard or security agency doing business in the city or county in which we are located, which agency will be subject to our prior approval. Such security personnel may not carry weapons.
2. GUEST RESERVATION INFORMATION:
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 (each, an “Attendee”) established pursuant to this Agreement, then you certify that you have already obtained, or will obtain, consent from each of your Attendees for the Hotel or Hilton Worldwide, Inc. to provide to you and/or your representative(s) such Attendee’s reservation information, and you further agree to reimburse Hotel and Hilton Worldwide, Inc. 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 Worldwide, Inc.’s disclosure of any Attendee’s reservation information.
3. EVENT PLANNER BONUS ACKNOWLEDGEMENT FORM:
If we agree to pay an Event Planner Bonus in connection with your Program, then before the Event Planner Bonus can be issued, an acknowledgment form signed by an authorized representative of the Event Planner’s employer must be submitted to us, with such form merely confirming that the employer is aware of the courtesy being provided to the Event Planner, and that the issuance of the courtesy does not violate the employer’s policies as of the date of issuance of the Event Planner Bonus. We can provide an acknowledgement form acceptable to us.
4. DISCLAIMER OF LIABILITY:
To the fullest extent permitted by law, Group agrees that in no event will Hotel, Hotel’s Owner or Hilton Worldwide, Inc. be liable for (1) any services or products provided, or to be provided, to Group by any third party supplier or contractor (including, but not limited to, companies that provide meeting registration or management services, florists, decorators, musicians, etc.), or (2) any liability arising out of any agreement between Group and any such third party supplier or contractor that Group hires or retains to provide services to Group’s Program. For the avoidance of doubt, this disclaimer applies even if such third party supplier or contractor (1) was recommended by Hotel to Group, (2) was as a preferred supplier / vendor of the Hotel, and/or (3) pays Hotel commissions or provides Hotel with other incentives based on their services paid for by Group.
5. 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 our guests have equivalent access to the Hotel’s goods, services, and accommodations. You agree that one week in advance of your Program, you will furnish to us a list of any auxiliary aids needed by your attendees in meeting or function space. Except as required by applicable laws, you agree that you will be responsible for the procurement and payment of all charges for any and all auxiliary aids. We will, upon your request, furnish you with the names of businesses you can contact to obtain these aids. You also agree to be responsible for compliance with the Americans with Disabilities Act in the set up and conduct of meetings for your Program.
6. COMPLIANCE WITH LAWS:
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. We may cancel your Program and this Agreement without liability if we reasonably believe it is necessary to do so in order for us to comply with our obligations under such applicable laws or regulations, including if you are added to any restricted party listings as described in this section.
7. PROMOTIONAL CONSIDERATIONS:
We have the right to review and approve any advertisements or promotional materials in connection with your Program that specifically reference the name of the Hotel or a name or logo owned by a subsidiary of Hilton Worldwide, Inc., including (but not limited to): Hilton, Hilton Hotels & Resorts, Conrad Hotels & Resorts, Waldorf Astoria Hotels & Resorts, Embassy Suites, DoubleTree by Hilton, Hilton Garden Inn, Hampton Inn, Hampton Inn & Suites, Home2 Suites by Hilton, Homewood Suites by Hilton, and Hilton Grand Vacations. You agree that we may share your Event and Planner information with our third party providers who offer support services to groups holding meetings/functions at our Hotel, including audio/visual services, decorators, florists, and others.
8. SUCCESSORS AND ASSIGNS:
The commitments made by each party will be binding on their respective 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 days in advance of the planned close of the assignment transaction of the entities involved. Hotel will thereafter have 20 days in which to notify Group if assignment is approved. Likewise, the commitments made by Hotel will be binding on its successors and assigns. In the event that the Hotel is sold or transferred to an unaffiliated third party, this Agreement and the obligations herein must also be assigned to and assumed by the successor organization. In the event such an assignment is contemplated, Hotel agrees to notify Group at least thirty days in advance of the planned close of the assignment transaction of the entities involved. Group will thereafter have 20 days in which to notify Hotel of its decision to cancel this Agreement if the successor entity is identified on the list of “Specially Designated Nationals or Blocked Persons” maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control.
9. SEVERABILITY; NON-WAIVER:
Any provision in this 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..
Any amendments or changes to the arrangements described in this Agreement must be made in writing, signed by both you and us; provided, however, that this Agreement includes all signed or unsigned Program Orders (and the terms and conditions contained therein and attached thereto) issued by us for this and related functions/events and that your final guarantee of attendance may be made by phone. For purposes of this Agreement and any amendment or modification thereto, or for any other notice or communication between the parties, signatures sent or received by email with a scanned document with signature attached or by facsimile transmission will be considered as enforceable and valid as an original signature by the party signing. The effective date of communications between the parties will be determined as follows: (i) communications sent via U.S. Mail or private mail delivery service (i.e. Fed Ex) or email will be effective as of the date sent; and (ii) Communications sent via facsimile will be considered effective as of the date and time on the facsimile confirmation sheet 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.
Neither party shall be responsible for failure to perform this Agreement if circumstances beyond their reasonable control (including, but not limited to: acts of God; terrorist attacks in the city in which Hotel is located; or declared war in the United States, governmental authority or curtailment of transportation either in the city in which the Hotel is located or in the countries/states of origin of the attendees that prevents at least 40% of the attendees from arriving for the first scheduled day of the event) make it commercially impracticable, illegal or impossible for the Hotel to hold the Event. The affected party may terminate this Agreement without liability upon written notice to the other party within ten (10) days of the occurrence.
To the fullest extent permitted by law, you agree to protect, indemnify, defend and hold harmless the Hotel, Hotel’s Owner, and Hilton Worldwide, Inc., and each of their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hotel Indemnified Parties”), from and against any and all claims, losses or damages to persons or property, governmental charges or fines, penalties, and costs (including reasonable attorney’s fees) (collectively, “Claim(s)”), in any way arising out of or relating to the Event that is the subject of this Agreement to the extent such any such Claim(s) arise out of the negligence, gross negligence or intentional misconduct of Group’s employees, agents, contractors, or attendees. Nothing in this indemnification shall require you to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Hotel Indemnified Parties. To the fullest extent permitted by law, Hotel agrees to protect, indemnify and hold harmless you, your owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Group Indemnified Parties”), from and against any and all Claims (as such term is defined above) arising out of or relating to the Event that is the subject of this Agreement to the extent any such Claim(s) arise out of (i) the negligence, gross negligence or intentional misconduct of Hotel’s employees, agents, or contractors, or (ii) a violation or breach of any of the terms and conditions of this Agreement by Hotel or any related act or failure to act by Hotel including but not limited to the obligation of compliance with applicable laws or regulations. Nothing in this indemnification shall require Hotel to indemnify any of the Group Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Group Indemnified Parties. The party found to be at fault or responsible for any Claim will be required to indemnify the other party as provided in this section. To the fullest extent permitted by law, the parties agree that a comparative negligence standard will apply to any Claims and each party will be responsible for paying for the portion of the total Claims attributable to its fault. In the event of a settlement of any Claim, expenses will be allocated proportionately based upon the amount paid by each party. 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. This section shall survive any termination or expiration of this Agreement.
You agree to maintain insurance reasonably commensurate with all activities arising from or connected with your Event, including, but not limited to, general liability insurance, with limits not less than $2,000,000 per occurrence, covering personal injury, property damage, and other liability arising from your Event, and you agree to add Hotel and Hilton Worldwide, Inc. as additional insureds under all applicable policies for your Event. With respect to any claims or other liability for which you are responsible, your insurance will apply as primary to any insurance maintained by the Hotel Indemnified Parties. Hotel agrees to maintain general liability insurance with limits not less than $5,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability. Upon written request, each party shall make evidence of coverage available to the other party.
14. GOVERNING LAW:
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
15. DISPUTE RESOLUTION:
The parties will use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to this Agreement by presenting the dispute to senior representatives of Hotel and Group for their discussion and possible resolution in the order set forth herein; provided, however, a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, and/or infringement of intellectual property rights shall not be subject to this provision. All negotiations pursuant to this section are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the respective senior representatives 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. Arbitration of disputes arising out of or in connection with this Agreement will be resolved using one arbitrator before JAMS or American Arbitration Association in the state and city in which Hotel is located, or the closest available location. 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. FOR PROGRAMS IN HAWAII, THE FOLLOWING CLAUSE APPLIES IN PLACE OF THE CLAUSE ABOVE: The parties will resolve any controversy, claim or dispute of any kind or description arising out of or relating to this Agreement through binding arbitration before one arbitrator in Hawaii in the city in which Hotel is located conducted in accordance with the rules of the Dispute Preventions & Resolution, Inc., then in effect provided, however, a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, false advertising, false representation, unfair competition and/or infringement of intellectual property rights shall not be subject to this provision.. The parties further agree that the Award of the Arbitrator is binding upon the parties and that judgment on the Award rendered by the Arbitrator may be entered in any court of competent jurisdiction. In the event of arbitration or litigation arising from or associated with this Agreement or the enforcement of any arbitration award, the parties agree that the prevailing party therein shall recover its attorneys’ and expert witness fees and costs incurred therein, and pre and post judgment interest and that the provisions of HRS §607-14 or any other provision to the contrary shall not govern.
16. COLLECTION/ATTORNEY’S FEES:
The parties agree that if any dispute arises in any way relating to or arising out of this Agreement, the prevailing party in any arbitration or court proceeding will be entitled to recover an award of its attorney’s fees and costs, plus pre and post judgment interest. If we retain the services of a collection agency or attorney to assist in the collection of any amounts due to us under this Agreement, you will pay all expenses incurred by us in such collection efforts.
17. CANCELLATION OF FUTURE CONTRACTED EVENTS BY HOTEL:
Should the master account remain unpaid after 60 days, or if advance payments requested are not paid as required, in addition to its other remedies, Group and the Hotel agree that the Hotel, at its sole option and without any liability to Hotel, may elect to cancel any subsequent arrangements agreed upon herein or any agreements separately made by that time between the Group and the Hotel for additional conventions/meetings to be held in the future, and that in such event the Hotel shall have no liability 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). Group will be responsible for cancellation damages set forth in each of the event contracts in the event of cancellation by Hotel pursuant to this clause
18. WALK SITUATION:
The parties agree that on occasions due to unanticipated circumstances, the Hotel may not have rooms available for all guests who wish to check in on a particular night. While Hotel will use reasonable efforts to avoid such situation impacting Group, in the event any member of your group with a confirmed reservation cannot be accommodated by the Hotel, the Hotel will provide the following:
1. Accommodations at a comparable hotel as close as possible and at no charge to the guest for each night the guest is displaced from the Hotel.
2. Two complimentary round trips between Hotel and the alternate hotel.
3. The Hotel will make necessary arrangements for the displaced guest’s telephone messages and mail to ensure that they are properly forwarded.
4. The group will receive credit for any guests displaced toward its pick up for purposes of this contract.
5. If a room 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.
6. When a room becomes available at the Hotel and the displaced guest returns, the Hotel will provide upgraded accommodations if available and provided with a welcome expression from the General Manager.