These Additional Terms and Conditions and the HILTON – AMERICAN CANCER SOCIETY CANCER ACTION NETWORK Sleeping Room & Meeting 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 Sleeping Room & Meeting Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Sleeping Room & Meeting Agreement. For the entire term of your use and occupancy of the Hotel premises during your Event, you shall comply with all of the requirements set forth herein.

  1. BANQUET FUNCTIONS:

For your organized food and beverage functions, the following will apply:

  • o 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.

  • o Price Increases: There may be increases in prices due to unforeseen changes in market conditions at the time of your Event. 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.

  • o 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.

  • o 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.

  • o Additional Charges: In addition to the customary charges associated with Group’s Event (for example, sleeping room rates, meeting room rental, banquet charges, audio-visual, 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 Audio-Visual & 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.

  • o 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.

  • o 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.

  • o 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.

  • o Conduct of Event: To the fullest extent permitted by law, 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, 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 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 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 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 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 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 your Event, 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 Hotel is located, which agency will be subject to Hotel’s prior approval. Such security personnel may not carry weapons. Your security agency must sign a hold harmless, indemnification and insurance agreement in the form currently in use at Hotel and provide proof of insurance in amounts acceptable to Hotel before they will be allowed to provide services on Hotel premises.

  1. 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.

  1. AUDIT OF ATTENDEES:

We are 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. Your final report of consumed rooms will reflect all rooms associated with your Room Block. If you request a comparison through G.R.I.P., you will need to electronically provide the first and last names of attendees registered for your 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 your list to the Hotel’s guest registry, Hotel will advise you of the number of room nights occupied by your attendees reserved outside the official Room Block. If you request Hotel to provide you with the names of the guests who reserved rooms outside of the official Room Block, you agree to sign an addendum relating to the release of the audit information for Group’s Event and to fully defend, indemnify and hold Hotel and Hilton Domestic Operating Company, Inc. harmless 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 third party claim by any person or entity arising out of the release of information about a guest or guests to Group, as part of this comparison process. Your assigned Event Manager will discuss how we can assist you in managing your attendees’ booking behavior so that attendees will reserve rooms within the Room Block.

The revenue generated by those room nights booked outside of the reserved Room Block will be added to Group’s revenue achieved for purposes of determining Group’s obligations under the Sleeping Rooms Performance clause. Group will be given credit for rooms used by Group’s attendees outside the Room Block at the rate actually paid for the rooms used. Rooms reserved outside Group’s Room Block will be counted in determining any complimentary room credit or staff room allotments.

  1. 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 Event. 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.

  1. AUXILIARY AIDS:

Hotel shall be responsible for complying with the public accommodations requirements of the Americans with Disabilities Act (“ADA”) not otherwise allocated to you 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. You agree that one week in advance of your event you will furnish to us a list of any auxiliary aids needed by your attendees in meeting or function space. 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 ADA in the set up and conduct of meetings for your event.

  1. DETERIORATION IN QUALITY:

Should the Hotel suffer a substantial deterioration in the quality of its facilities as evidenced by a change in the AAA rating of the Hotel, Hotel agrees to make American Cancer Society Cancer Action Network Inc. aware of such change in AAA rating. American Cancer Society Cancer Action Network shall notify the Hotel of its concerns in writing within 30 days of the change in rating. The parties agree to negotiate in good faith to resolve any concerns raised and to enter into such amendments of the agreement as may be necessary to reasonably accommodate both parties’ interests.

  1. CHANGE IN MANAGEMENT:

If the Hotel is no longer branded as one of the Hilton family of hotel brands (including the following brands, Hilton, Hilton Hotels & Resorts, Conrad Hotels & Resorts, Curio, 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, as well as other brands that may be added by Hilton from time to time), then American Cancer Society Cancer Action Network shall have the right to terminate this agreement without liability with written notice to Hotel provided that such notice is given within thirty (30) days of American Cancer Society Cancer Action Network’s receipt of notice of such occurrence and all deposits that may have been provided to the Hotel will be returned to American Cancer Society Cancer Action Network Inc. if they elect to cancel the meeting.

  1. UNAVAILABILITY OF GUESTROOMS:

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 American Cancer Society Cancer Action Network, in the event any member of your American Cancer Society Cancer Action Network room block with a confirmed reservation cannot be accommodated by the Hotel, the Hotel will provide the following: o a) Accommodations at a comparable hotel for non-smoking rooms as close as possible and at no charge to the guest for each night the guest is displaced from the Hotel.

o b) One complimentary round trip ground transportation per day between Hotel and the alternate hotel.

o c) The Hotel will make necessary arrangements for the displaced guest’s telephone messages and mail to ensure that they are properly forwarded.

o d) American Cancer Society Cancer Action Network will receive credit for any guests displaced toward its pick up for purposes of this Agreement.

o e) 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.

o f) When a room becomes available at the Hotel and the displaced guest returns, the Hotel will provide accommodations keeping in mind American Cancer Society Cancer Action Network’s request for no upgraded rooms and provide the guest with a welcome expression from the General Manager.

o g) Two long distance phone calls by guest to guest’s home and office.

o h) Guest will be placed in Hotel’s first non-smoking room as such room becomes available

o i) At contracting time, Hotel may elect to honor American Cancer Society Cancer Action Network’s request for Hotel to provide a room credit to the master account in the amount of $100 for relocated guest’s night.

  1. GREEN YOUR HOTEL:

American Cancer Society Cancer Action Network expects Hotel will identify, recommend and use environmentally responsible practices for American Cancer Society Cancer Action Network’s meeting. These practices would include, but are not limited to, waste management, recycling, energy use, use of renewable resources, and conservation of nonrenewable resources.

  1. LABOR DISPUTES:

Notwithstanding anything in the agreement to the contrary, if within two (2) weeks prior to the commencement of, or at any time during, the event, the Hotel is involved in a labor dispute, American Cancer Society Cancer Action Network may cancel this commitment without liability by giving written notice of cancellation to the Hotel. For purposes of this Section, “labor dispute” shall mean an authorized work stoppage by Hotel employees or activity by a labor organization directed towards the Hotel as the primary employer which causes a material disruption in services to be provided to American Cancer Society Cancer Action Network, but shall NOT include Hotel employees joining sympathy strikes, unless sympathy striking violates that state’s law, boycotts of the Hotel or other union efforts to discourage American Cancer Society Cancer Action Network or your attendees from patronizing the Hotel.

  1. RENOVATION/REMODELING:

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 American Cancer Society Cancer Action Network pursuant to this Agreement, other than ordinary maintenance. In the event that after this Agreement is signed, Hotel confirms any plans to remodel or renovate its facilities, Hotel agrees to inform American Cancer Society Cancer Action Network in writing within a reasonable amount of time of the following:

o a) Planned scope of project;

o b) Schedule for commencement and completion;

o c) Anticipated impact project will have on areas to be utilized by American Cancer Society Cancer Action Network; and

o d) Hotel’s plan for minimizing impact of project on American Cancer Society Cancer Action Network Hotel’s plan to renovate or remodel will not constitute grounds for termination of this agreement unless mutually agreed upon by both parties. 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. Hotel agrees that Hotel will determine whether any construction or remodeling will take place affecting the contracted meeting space during the American Cancer Society Cancer Action Network’s meeting days as agreed to in the agreement no later than 60 days prior to the scheduled event, or if the parties are entering into this agreement within 60 days of the meeting dates, as soon as Hotel receives notification of such construction or remodeling. This clause does not pertain to emergency construction and standard property maintenance

  1. COMPLIANCE WITH LAWS:

American Cancer Society Cancer Action Network represents, warrants and agrees that it is currently, and at the time of the event which is the subject of this agreement 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. Hotel may cancel this agreement without any liability if in the Hotel’s sole, reasonable determination, Hotel believes that it is necessary to do so in order to comply with its obligations under such applicable laws, rules or regulations.

  1. PROMOTIONAL CONSIDERATIONS:

Hotel has the right to review and approve any advertisements or promotional materials in connection with the American Cancer Society Cancer Action Network’s function which specifically reference the name of the Hotel or a name or logo owned by a subsidiary of Hilton Worldwide, including (but not limited to): Hilton, Hilton Hotels & Resorts, Canopy by Hilton, Curio – A Collection by Hilton, Conrad Hotels & Resorts, Waldorf Astoria Hotels & Resorts, Tru by Hilton, Embassy Suites, DoubleTree by Hilton, Hilton Garden Inn, Hampton Inn, Hampton Inn & Suites, Home2 Suites by Hilton, Homewood Suites by Hilton, HHonors, and Hilton Grand Vacations.

  1. IMPOSSIBILITY:

If events beyond the reasonable control of the parties (including but not limited to, acts of God, declared war in the United States, quarantine preventing travel to or from the city from where the Hotel is located, governmental authority, terrorist attacks in the city in which Hotel is located, 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 peak night of the event) make it illegal or impossible to perform as originally contracted under this agreement, the affected party may terminate this agreement, without liability, upon providing written notice to the other party within ten (10) days of the occurrence. The parties expressly understand and agree that if American Cancer Society Cancer Action Network intends to hold significant portions of its event at a location other than the Hotel, and if the other location is holding the space for the American Cancer Society Cancer Action Network event on its books on a definite basis, whether or not an actual contract has been signed, that a valid and similar force majeure event as described herein that affects American Cancer Society Cancer Action Network’s ability to utilize such location will constitute a force majeure event under this Agreement. American Cancer Society Cancer Action Network must confirm to the Hotel in writing, no later than thirty (30) days prior to arrival, the name and address of such location as well as a general description of the intended use of such location. If either party’s performance is affected by any of the events or reasons listed in the first sentence of this paragraph, either party may cancel the Agreement by written notice to the other party, without any forfeiture of deposit, any penalty or any liability for attrition, cancellation fees, room reservation fees, anticipated room/function revenues or any other costs or damages, whatsoever.

  1. INDEMNIFICATION:

To the fullest extent permitted by law, each party shall defend, protect, indemnify and save the other, including the indemnified party’s officers, directors, employees, volunteers, wholly owned subsidiaries, separately incorporated divisions, their owners and their managing agents, partners, subsidiaries and any other related or affiliated entities, harmless from and against all claims, losses or damages to persons or property, governmental charges or fines and costs and expenses (including, but not limited to, attorneys’ fees) (collectively, “Claim(s)”) in any way arising out of or relating to the event which is the subject of this contract. The party found to be at fault or responsible for any claim, loss or damage will be required to indemnify the other party as provided in this paragraph. 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.

In the event of a dispute over a party’s obligations under this indemnification clause, the parties agree to resolve the dispute by mutual agreement of appointed representatives, or by arbitration pursuant to the arbitration clause contained in the agreement if such dispute cannot be resolved by mutual agreement.

  1. INSURANCE:

Each party agrees to maintain and keep in force during the term of your occupancy and use of our premises for your event, policies of insurance or self-insurance in amounts of at least $1,000,000, a certificate or proof of which will be provided to the other party upon request.

  1. 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.

  1. DISPUTE RESOLUTION; ATTORNEY’S FEES:

The parties will use their good faith 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 the dispute will be resolved by arbitration using one arbitrator before JAMS or the American Arbitration Association in the state and city in which Hotel is located, or the closest available location; provided, however, that if the Hotel is located in Hawaii, the arbitration tribunal shall be Dispute Preventions & Resolution, Inc. 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 any arbitration award will be enforceable in State or Federal court.

The parties agree that in the event that any dispute arises in any way relating to or arising out of this contract, or in the event that the Hotel must institute legal action to collect any amounts due, the prevailing party in any arbitration or court proceeding will be entitled to recover an award of its reasonable attorney’s and expert witness fees, costs and pre and post judgment interest at the highest available legal rate. If the Hotel is located in Hawaii, the parties agree that that the provisions of Hawaiian Revised Statutes §607-14 shall not govern.

  1. DISPUTES INVOLVING CREDIT CARD PAYMENTS:

As a condition of Hotel agreeing to accept your credit card as an approved form of payment for all Master Account charges, you agree that any dispute that you may raise with respect to any Master Account charges must be addressed directly between you and us and to work in good faith to resolve any such disputed invoices in a timely manner.

  1. SUCCESSORS AND ASSIGNS:

The commitments made by each party will be binding on their respective successors and assigns. In the event that either party 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 the other party, which approval shall not be unreasonably withheld..

  1. 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. Either party’s failure to enforce any term or condition of this Agreement does not waive that party’s right to enforce that or any other term or condition at any time.

  1. AMENDMENTS/CHANGES:

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 Event 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. Electronic signatures, including signatures provided via Docusign, shall constitute signed writings for the purposes of this Agreement. 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.