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 Hampton Inn
Oakland, located at 3315 Hamlet Street, Pittsburgh, PA 15213 (“Hotel”).
WHEREAS, the University requests accommodations 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 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 Exhibit A
(“Services”) to this Agreement. Should a conflict arise between this Agreement and any
Exhibit, this Agreement shall control. The sole purpose of Exhibit A is to define the
Services, including the accommodations and applicable costs related to the Event. The
contents of Exhibit A 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 Exhibit A. 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.
Should Hotel 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 Exhibit A, 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 request.
4.
Cancellation. A cancellation fee may only be assessed if University cancels this
Agreement for the sole purpose of holding this Event at another location, and University
fails to give the Hotel thirty (30) days advance notice, and Hotel is unable to rent the
sleeping accommodations to another person/entity. In any case, the cancellation fee shall
be limited to the rental fee for the sleeping accommodations only. University, in lieu of
the cancellation fee, at its sole option, may agree to re-book another event at the Hotel
that will generate revenue in an amount equal to the lost revenue. Hotel may not cancel
this Agreement for any reason except as described in paragraph 6, Force Majeure.
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. If 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 promptly notify University of any concurrent or
overlapping meetings, conventions, special events, or other attractions to be held in Hotel
during the Event during the Event dates. Hotel represents and warrants that there will be
no outside distractions that could affect the ordinary use of facilities to be used by
University and its Event guests. Hotel further represents and warrants that there will be
no outside distractions that could interfere with the “quiet enjoyment” of guest rooms to
be used by University and its Event guests. No major construction or renovations shall
be undertaken by the Hotel during the Event without prior written notification to the
University. Only repairs of an emergency nature and those that are considered regular
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maintenance shall be conducted during the Event. If for any reason renovation or
construction is unavoidable and the University in its reasonable judgment determine that
this activity will disrupt or materially impact the University’s meeting space or guest
rooms, the Hotel shall make every effort to provide equal alternative space 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.
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 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 accommodations by the Hotel. Each party will notify the other party in
writing of such need for 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
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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,
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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. The Hotel may not assign its obligations under this
Agreement without the University’s prior written consent.
16.
Entire Agreement. This Agreement, including the exhibits hereto, 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 any Exhibits, attachments or schedules hereto, 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.
17.
Waiver. Except as otherwise specifically provided in this Agreement, a waiver by either
party of any breach of any provision of this Agreement, or either party’s decision to
invoke or enforce any right under this Agreement, shall not be deemed a waiver of any
right or subsequent breach, and all provisions of this Agreement shall remain in force.
18.
Headings and Construction. Paragraph headings are for reference only and shall not be
considered as parts of this Agreement. Wherever the singular is used, it includes the
plural, and, wherever the plural is used, the singular is included.
19.
Severability. If any provision or a portion of any provision of this Agreement is held to
be unenforceable or invalid by a court of competent jurisdiction, the validity and
enforceability of the enforceable portion of any such provision and/or the remaining
provisions shall not be affected thereby.
20.
Notices. Any notice, consent, or other communication given pursuant to this Agreement
shall be in writing and shall be effective either: (i) when delivered personally to the party
for whom intended; (ii) upon delivery by an overnight courier service that is generally
recognized as reliable, and the written records maintained by the courier shall be prima
facie evidence of delivery; or (iii) on delivery by certified or registered mail, return
receipt requested, postage prepaid, as of the date shown by the return receipt; in any case
addressed to such Party as set forth below or as a Party may designate by written notice
given to the other Party in accordance herewith.
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To the University:
Purchasing Services
Attn: Manager, Purchasing Services
3328 Cathedral of Learning
Pittsburgh, PA 15260
Facsimile: 412-624-9339
To Hotel:
Hampton Inn Oakland
3315 Hamlet Street
Pittsburgh, PA 15213
Attn: Sharon Pranis
Facsimile: 412-681-3022
21.
Binding Effect. This Agreement shall be binding upon, and shall inure to, the benefit of
the successors and assigns of the University and to such successors and assigns of Hotel
as are permitted to succeed Hotel subject to the terms hereof.
22.
Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
[The remainder of this page has been intentionally left blank.]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the authorized
representatives of the parties hereto as of the date first set forth above.
UNIVERSITY OF PITTSBURGH – OF THE
COMMONWEALTH SYSTEM OF HIGHER
EDUCATION
By:
_________________________________________
Name: Thomas E. Youngs, Jr.
Title: Manager, Purchasing Services
HAMPTON INN OAKLAND
By:
________________________________________
Name: ________________________________________
Title: ________________________________________
Exhibit A – Guest Room Accommodations
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Exhibit A
GUEST ROOM ACCOMMODATIONS
1.
Name of Event:
2.
Event Dates and Time: _________________________________________________________
3.
University Contact Information:
4.
5.
_________________________________________________________
University Department:
__________________________________________________
Contact Person:
__________________________________________________
Telephone:
__________________________________________________
E-mail:
__________________________________________________
Hotel Contact Information:
Hotel:
__________________________________________________
Contact Person:
__________________________________________________
Telephone:
__________________________________________________
E-mail:
__________________________________________________
Room Block: Hotel agrees that it will provide, and University agrees that it will be
utilizing _________ (# of rooms) room nights in the pattern set forth below:
Room Type:
Total:
Date: _____
Date: _____
Date: _____
Date: _____
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
___(# of rooms)
_____
_____
_____
_____
The Hotel agrees to hold this Room Block until ____________(date) (“Cut-Off Date”), after
which date rooms not covered by a rooming list or individual reservations shall be released from
the Room Block and the Hotel shall have the right to sell any rooms so released. Hotel may
continue to accept reservations received after the Cut-Off Date on a space and rate availability
basis.
A-1
6.
Room Rates: Hotel confirms the following rates for Department:
Room Type:
____________
____________
____________
Single Rate
$_________
$_________
$_________
Double Rate
$_________
$_________
$_________
The additional charge for Triple or Quadruple occupancy is $______ per additional person.
7.
Reservations and Payment: Reservations shall be made by Event Guests calling the Hotel
directly at _________________________(Phone #) and referring to the Department Name and
Event Name. All reservations must be made by Event Guests with a valid major credit card,
which shall be supplied at the time of Reservation. Reservations must be received on or before
the Cut-Off Date.
8.
Cancellations: Cancellations will be accepted prior to Noon local Hotel time, on the day of
arrival, without penalty.
9.
Check-In and Check-Out Times: All rooms shall be available for check-in no later than 3:00 pm
with a check-out time no earlier than 12:00 Noon.
10.
Complimentary Rooms: University will receive ________ (# of rooms) complimentary guest
room(s) for every _________ (# of rooms) revenue producing guest room occupied, on a
cumulative basis. Unused complimentary guest rooms have no monetary value.
11.
Non-Commissionable: These rates are confirmed on a net-commissionable basis.
A-2