HOTEL AGREEMENT
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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 Residence
Inn Pittsburgh University/Medical Center, located at 3896 Bigelow Boulevard, Pittsburgh, PA
15213 (“Hotel”).
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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:
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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.
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1.
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 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 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.
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. 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 the sole purpose of holding this Event at another location, and
University fails to give the Hotel thirty (30) days advance notice (72 hours advance
notice if this Agreement is for meeting rooms only), and Hotel is unable to rent the
meeting room to another person/entity. 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, 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.
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3.
Each Party shall have the right to cancel this Agreement for cause, consistent with the
following:
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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.
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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. 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
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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.
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 meeting room or other
facilities to be used by University and its meeting/event attendees and 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 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 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 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 shall not make use of the Hotel’s
trademarks, trade names and service marks.
10.
Americans with Disabilities Act.
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7.
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
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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.
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
University of its own accommodation obligations or needs as required by the
ADA.
Alcoholic Beverages.
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”).
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C.
12.
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.
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
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($1,000,000) in liquor liability insurance protecting against any claims arising from
service of alcoholic beverages during the Event.
Throughout the term of this Agreement, University and its subcontractors shall maintain
the following insurance with insurance companies having an A.M. Best’s financial
strength rating of A and financial size of X or better:
(1) Commercial general liability insurance insuring the carrying party and naming Hotel,
Owner of Hotel, Lessee of Hotel, Franchisor, Interstate Hotels & Resorts Inc., Interstate
Management Company, LLC and their parent, subsidiary and affiliated entities as
additional insureds. This insurance shall be in the minimum limits of $1,000,000 per
occurrence, $2,000,000 aggregate on a per location basis, and shall include fire, legal
liability, blanket contractual liability and shall have no deductible.
Indemnification. Each party agrees to defend, indemnify and hold harmless the other
party, its principals, shareholders, partners, members, subsidiaries, affiliates, officers,
directors and employees, from and against any and all liabilities, losses, claims, damages,
costs and expenses (including, but not limited to, reasonable attorneys’ fees and
expenses) that may be incurred by or asserted against any such party and that arise from
or in connection with (1) the breach of any provision of this Agreement by the
indemnifying party or (2) the negligent acts, omissions or willful misconduct of the
indemnifying party.
14.
Group’s Property. University agrees Hotel will not be responsible for the safe-keeping
of equipment, supplies, written material or other valuable items left in function rooms,
guest rooms or anywhere on Hotel property other than the Hotel safe. State laws will
govern Hotel’s liability for items stolen in guestrooms or items kept in Hotel’s safe.
Group is responsible for securing any such aforementioned items and hereby assumes
responsibility for loss thereof. Group may not rely on any verbal or written assurances
provided by Hotel staff, other than as provided in this Agreement.
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13.
15.
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.
16.
Assignment; Subcontracting. The Hotel may not assign its obligations under this
Agreement without the University’s prior written consent.
17.
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
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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.
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.
19.
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.
20.
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.
21.
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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18.
Purchasing Services
Attn: Manager, Purchasing Services
3328 Cathedral of Learning
Pittsburgh, PA 15260
Facsimile: 412-624-9339
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To the University:
To Hotel:
Residence Inn Pittsburgh University/ Medical Center
3896 Bigelow Boulevard
Pittsburgh, PA 15213
Facsimile: 412-621-0955
22.
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.
23.
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
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By:
_________________________________________
Name: _________________________________________
Title: _________________________________________
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RESIDENCE INN PITTSBURGH UNIVERSITY/
MEDICAL CENTER
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By:
________________________________________
Name: ________________________________________
Title: ________________________________________
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Exhibit A – Guest Room Accommodations
Exhibit B – Conference Room, Catering, Equipment, and Auxiliary Activities
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Exhibit A
GUEST ROOM ACCOMMODATIONS
1.
Name of Event:
2.
Event Dates and Time: _________________________________________________________
3.
University Contact Information:
__________________________________________________
Contact Person:
__________________________________________________
Telephone:
__________________________________________________
E-mail:
__________________________________________________
Hotel Contact Information:
Hotel:
__________________________________________________
Contact Person:
__________________________________________________
5.
__________________________________________________
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Telephone:
E-mail:
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University Department:
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4.
_________________________________________________________
__________________________________________________
Room Block: Hotel agrees that it will provide, and University agrees that it will be
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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.
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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.
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.
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Exhibit B
CONFERENCE ROOM, CATERING, EQUIPMENT
AND AUXILIARY ACTIVITIES
1.
Name of Event:
2.
Event Dates and Time: _________________________________________________________
3.
University Contact Information:
__________________________________________________
Contact Person:
__________________________________________________
Telephone:
__________________________________________________
E-mail:
__________________________________________________
Hotel Contact Information:
Hotel:
__________________________________________________
Contact Person:
__________________________________________________
__________________________________________________
Event Requirements: Hotel agrees that it will provide, and University agrees that it will be
responsible for utilizing the Services set forth below.
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5.
__________________________________________________
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Telephone:
E-mail:
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University Department:
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4.
_________________________________________________________
6.
Conference Room/Event Space:
Date:
____________________________________________________
Facility/Room:
____________________________________________________
Event:
____________________________________________________
Time (start and end):
____________________________________________________
Number Attending:
____________________________________________________
Set-up Requirements:
____________________________________________________
Equipment Requirements:
____________________________________________________
Fee:
____________________________________________________
[Add additional sections for each separate meeting, catered event, etc.]
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7.
Catering Menu and Fees:
[To be provided by Hotel and agreed upon by University]
8.
Equipment/Supplies:
[To be determined for each Event]
Catering/Banquet: University will provide written confirmation to Hotel, _______ (# days) days
prior to the Event, of specific menu selections and prices, meeting room set-up requirements, and
any other arrangements. The Hotel will consider these final details as the University’s confirmed
request. The Hotel will set for 5% more than the confirmed request.
10.
Event Guarantee: University will be allowed to revise the Conference Room/Event Space table
_________ (# days) days prior to the Event. Revisions provided in writing on or before the due
date will be considered the Event Guarantee (“Event Guarantee”). If revisions are not received
by the due date, the figures in the above table will be used for the Event Guarantee.
11.
Event Space: Appropriate Event Space will be assigned to suit the specific requirements of the
University’s Event. Due to the possibility of changes in the number of attendees, Hotel reserves
the right to reassign all meeting space if the number of attendees is changed.
12.
Food and Beverages: Due to licensing requirements and quality control issues, all food and
beverage to be serviced on Hotel property must be supplied and prepared by the Hotel. The Hotel
reserves the right to cease service of alcoholic beverages in the event that persons under the state
mandated age limit are present at the Event and attempt to receive service of alcoholic beverages.
Hotel further reserves the right to deny alcoholic beverage service to guests who appear to be
intoxicated.
13.
Auxiliary Activities:
[List information about any additional activities not covered above,
including date, time, fee, and party responsible for payment.]
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