HOTEL AGREEMENT
This Hotel Agreement (“Agreement”) is made as of the _____ day of ______, 20__ (“Effective Date”), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education (“University”), with its principal office at 4200 Fifth Avenue, Pittsburgh, PA 15260, on behalf of its [School or Department] (“Department”) and Concord Hospitality Enterprises Company the owner (“Owner”) of Courtyard by Marriott (the “Hotel”), located at 5308 Liberty Avenue, Pittsburgh, PA 15224.
WHEREAS, the University requests accommodations, meeting space, and/or services for events to be held from time to time (each, an “Event”); and
WHEREAS, Hotel represents that it has the facilities, personnel and expertise necessary to provide such accommodations, meeting space and/or services for the Events.
NOW, THEREFORE, in consideration of the mutual promises and covenants expressed herein, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Services to be Provided. The University has scheduled an Event to be held at the Hotel, and the Hotel has agreed to provide the services as specifically described in Exhibits A and B (“Services”) to this Agreement. Should a conflict arise between this Agreement and any Exhibit, this Agreement shall control. The sole purpose of Exhibits A and B is to define the Services, including the accommodations and meeting space, and applicable costs related to the Event. The contents of Exhibits A and B may not alter any provision herein, including those provisions relating to liability, indemnification or insurance.
2. Payment for Services. The University agrees to pay Hotel for Services completed in accordance with the terms of this Agreement, as specified in Exhibits A and B. Such payment shall be due and payable within thirty (30) days after receipt and approval by the University of Hotel’s invoice. The fee for Services which will be paid for by the University will be directly invoiced to:
[Name]
[School/Department]
[Address]
[Telephone number]
University shall not be responsible for any charges made by guests attending the Event (“Event Guests”). All Event Guest fees payable to the Hotel are described in Exhibit A. The University will alert its Event Guests that a credit card will be required for the rooms deposit and incidental charges incurred by the Event Guest during the course of the Event. The hotel will require a deposit in order to hold sleeping accommodations, each individual Event Guest shall be responsible for paying any such deposit.
Except as otherwise specified in this agreement and in Exhibits A and B, Hotel shall not incur or charge the University any other fees or expenses without the prior written authorization of the University. Performance beyond the limitations set forth in this Agreement (either financial or time period) shall be at the sole risk and responsibility of Hotel, and the University shall not be obligated to pay for Services exceeding the funding or contract period of this Agreement.
3. Tax-Exempt Status. The University is exempt from state sales tax and federal excise tax. A tax exemption certificate shall be furnished to Hotel upon execution of this agreement.
4. Cancellation. The Hotel agrees that University may cancel this Agreement without penalty or recourse, provided that a cancellation fee may only be assessed if University cancels this Agreement for a reason other than as provided in subsections A and B of this section, and University fails to give the Hotel thirty (30) days advance notice or seventy two (72) hours advance notice if this Agreement is for meeting rooms only. In any case, the cancellation fee shall be limited to the rental fee for the meeting room only. University, in lieu of the cancellation fee, after consultation with Hotel and subject to Hotel availability, may agree to re-book another event at the Hotel that will generate revenue in an amount equal to or greater than the lost revenue.
Each Party shall have the right to cancel this Agreement for cause, consistent with the following:
A. If either Party is in default of performance of any obligation under this Agreement, the Party not in default may give written notice of the default to the other Party and if the defaulting Party fails to correct the default within 30 days or within such period fails to satisfy the Party giving notice that the default does not exist, the Party giving notice may terminate this Agreement upon expiration of the 30 day period.
B. In the event the Hotel may be undergoing substantial construction or renovation during the meeting dates that would materially affect the event, the Hotel shall promptly notify University and University, in its absolute and sole discretion, shall have the right to cancel this Agreement without further obligation or liability to Hotel.
5. Force Majeure. Neither party hereto shall be liable or responsible to the other for any loss or damage or for any delays or failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, strikes, epidemics, war, riots, flood, fire, sabotage, terrorist activity or threat, closure or congestion of airports, or other curtailment of transportation facilities or roads, order or restriction by any government authority, or any other circumstances of like character.
6. Relocation Provisions. Except as described in paragraph 5, Force Majeure or if the University should cancel the Event, Hotel is unable to provide accommodations to any Event Guest holding a confirmed reservation, Hotel will provide the following to such Event Guest: (i) make arrangements for accommodations at a comparable nearby hotel and pay for one night of accommodations; (ii) complimentary transportation to and from the Hotel and the alternate hotel; (iii) priority reservations for the first available room at the Hotel for the following night and remainder of the Event; (iv) information including the Event Guest’s name and alternate accommodations shall provided to the Hotel switchboard in order to facilitate the transfer of the Event Guest’s phone calls to the alternate hotel.
7. Signs and Displays. No signs, banners or displays shall be created, displayed or affixed in any part of the Hotel without the prior approval of the Hotel.
8. Quiet Enjoyment. Hotel shall notify University of any relevant concurrent or overlapping events, by other clients to be held in Hotel during the Event during the Event dates. Hotel represents and warrants that it will take reasonable business measures to ensure minimal outside distractions that could affect the ordinary use of the meeting room or other event facilities to be used by University and its meeting/event attendees and guests. Hotel represents that it is not presently aware of. Any major construction or renovations shall be undertaken by the Hotel during the Event Hotel will endeavor to use reasonable business measures to notify the University, should the Hotel need to make any such major construction or renovation. Only repairs of an emergency nature and those that are considered regular maintenance shall be conducted during the Event. If for any reason renovation or construction is unavoidable and the University in its reasonable judgment determines that this activity will disrupt or materially impact the University’s meeting space, the University may be entitled to cancel this Agreement as set forth in section 4 B or upon mutual agreement of Hotel and University, Hotel shall make every effort to provide equal alternative space as available within the facility.
9. Use of Marks. Except as necessary for rendering Services pursuant to the terms of this Agreement and approved in writing, in advance, by an authorized representative of the University, the Hotel shall not make use of the University’s trademarks, trade names and service marks, nor shall it publicize the Hotel’s performance of Services without the University’s prior written consent. The University acknowledges and agrees that, other than to fulfill its obligations under this Agreement, it shall have no right or license to use in any manner the trade names, trademarks, logos, copyrights, or other proprietary rights of the Hotel, including, without limitation, any and all franchise trade names and/or trademarks, including, but not limited to, the “Courtyard by Marriott” brand name and logo.
10. Americans with Disabilities Act.
A. Compliance by the Hotel. The Hotel is responsible for complying with the public accommodations requirements of the Americans with Disabilities Act (“ADA”) not otherwise allocated to University in this Agreement, including: (i) the “readily achievable” removal of physical barriers to access to the meeting rooms (e.g., speakers’ platform and public address systems), sleeping rooms, common areas (e.g., restaurants, rest rooms, and public telephones); (ii) the provision of auxiliary aids and services where necessary to ensure that no disabled individual is treated differently by the Hotel other than other individuals (e.g., Braille room services menus or reader); and (iii) the modification of the Hotel’s policies, practices, and procedures applicable to all Event Guests and/or groups as necessary to provide goods and services to disabled individuals (e.g., emergency procedures and policy of holding accessible rooms for hearing and mobility impaired open for disabled individuals until all remaining rooms are occupied).
B. Compliance by University. University is 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 University which University would otherwise create (e.g., set-up of exhibits in an accessible manner) and not controlled or mandated by the Hotel; (ii) any extraordinary costs for special auxiliary aids requested by the Event Guests or the University shall be borne by University provided the Hotel notifies University in advance and in writing; and (iii) the modification of University’s policies, practices and procedures applicable to participants as required to enable disabled individuals to participate in the Event.
C. Mutual Cooperation in Identifying Special Needs. University shall attempt to identify in advance any special needs of disabled registrants, faculty, and guests requiring specific accommodations by the Hotel. Each party will notify the other party in writing of such need for reasonable accommodation as soon as they are aware of any need. Whenever possible, University shall copy the Hotel on correspondence with attendees who indicate special needs as covered by the ADA. The Hotel shall notify University in advance and in writing of requests for accommodations which it may receive directly from Event Guests to facilitate identification by University of its own accommodation obligations or needs as required by the ADA.
11. Alcoholic Beverages.
A. 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), other than in the hospitality suites (which shall be the responsibility of the party engaging the suites), such beverages shall be dispensed only by the Hotel’s designated personnel.
B. License Requirements. The Hotel’s alcoholic beverage license requires that the 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, and (ii) refuse alcoholic beverage service to any person who, in the Hotel’s judgment, appears to be intoxicated; and (iii) instruct its personnel to avoid encouraging patrons to consume alcoholic beverages (commonly referred to as “over-pouring”).
C. Training. The 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.
D. Adherence to Law. Hotel shall adhere to all federal, state and local laws regulating the sale and service of alcoholic beverages.
E. Indemnification. Notwithstanding any other provision of this Agreement, the Hotel shall defend, indemnify and hold harmless the University, its trustees, 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 service of alcoholic beverages. The terms of this provision shall survive the termination or expiration of this Agreement.
12. Insurance. Hotel shall carry a minimum of One Million Dollars ($1,000,000) in liability insurance protecting against any claims arising from any activities conducted in the Hotel during the Event. In addition, the Hotel shall carry a minimum of One Million Dollars ($1,000,000) in liquor liability insurance protecting against any claims arising from service of alcoholic beverages during the Event.
13. Indemnification. Hotel shall indemnify, defend and hold harmless the University, its trustees, officers, employees and agents, from and against any and all claims, actions, causes of action, demands or liabilities of whatsoever kind and nature including judgments, interest, attorneys’ fees, and all other costs, fees, expenses and changes which the University, its trustees, officers, employees and agents, may incur to the extent arising out of the negligence or misconduct of the Hotel, its officers, directors, employees, agents, contractors, or any other person or organization hired by the Hotel. The terms of this provision shall survive the termination or expiration of this Agreement. Nothing in the Agreement shall be construed as University’s indemnification of the Hotel.
14. Venue; Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof shall be adjudicated in the Court of Common Pleas of Allegheny County or in the United States District Court for the Western District of Pennsylvania.
15. Assignment; Subcontracting. Neither the University nor the Hotel may assign its obligations under this Agreement without the other party’s prior written consent.
16. Entire Agreement. This Agreement, including, in Exhibits A and B, represents the entire agreement between the parties hereto and supersedes all prior and contemporaneous written or oral agreements and all other communications between the parties relating to the Services to be rendered hereunder. Any additions, deletions or modifications shall not be binding on either party unless accepted and approved in writing by duly authorized representatives of both parties. In the event of any contradictory provisions between this Agreement and the terms of in Exhibits A and B, or any purchase order or other documents issued by the University or Hotel in connection herewith, the terms set forth in the body of this Agreement shall prevail.