GEOLOGICAL SOCIETY OF AMERICA20xx (section name) SECTION MEETINGContract For Hotel Services
(1) GUEST ROOM BLOCK COMMITMENT: The HOTEL agrees to hold and reserve the following number of sleeping rooms and suites for the specified dates for the exclusive use of the Geological Society of America (“GSA”) and its meeting’s attendees as needed. This block is based upon the history of GSA’s meeting and the number of rooms being blocked in the city. Except, as otherwise expressly set out in this contract, HOTEL may not reduce the room block without the express prior written consent of GSA. HOTEL will not offer a room block or suites, for the period beginning three days before and ending three days after the meeting dates referenced below, to any group related to the geological field without the prior written permission of GSA. The estimated room block by day follows:
COMPLIMENTARY SUITES: The HOTEL agrees to block the following number and types of suites for use by GSA. The bedroom count of this suite commitment is included in GSA's previously identified room block. The parlor count of this suite commitment is not included in the previously identified room block. These suites are provided complimentary as per item number (4) of this contract.
(2) REVIEW AND RELEASE DATES/GUEST ROOM ATTRITION: Changing circumstances may indicate a need to reduce the guest room block or adjust the arrival/departure pattern. It is agreed that this contract shall be reviewed on the Review Dates listed below. On these dates, an evaluation of the room block commitment will be made by averaging GSA’s historical data from the three most recent section meetings. At this time, the room block may be reduced without liability. Space, (in square footage, but not in the number of meeting rooms,) must also be returned to hotel for the same proportionate amount as the rooms reduction, if rooms reduction exceeds allowable amount stated below. The room block established on MONTH, DAY, YEAR, (last date below) will be known as the Final Review Date and the block set on this date will be known as the Final Room Block. Attrition, if any, will be based on the Final Room Block established on MONTH, DAY, YEAR.
No attrition damages will apply if GSA’s cumulative guestroom pick-up of occupied or paid for rooms is 80% or above of Final Room Block. If GSA’s cumulative pick-up is below 80% of the Final Room Block, attrition damages will apply. It is at the HOTEL’s discretion to pursue collection of damages. Damages will be based on a formula to represent lost profit from unsold rooms. This amount will be calculated by multiplying 75% of the single group rate by the number of unsold rooms in the final room block less attrition allowed. Damages are subject to Hotel’s duty to make reasonable efforts to mitigate its damages. All Hotel records relating to Hotel occupancy, mitigation of damages and overall attrition will be made available to GSA upon request in order to substantiate the accuracy of the HOTEL’s claim for damages. As an additional accommodation to GSA, HOTEL agrees that, to the extent that the HOTEL is able to "resell" any rooms, or that rooms are not available for sale, the Attrition damages will be reduced by 75% of the single group rate multiplied by the number of rooms resold or not available for sale. The determination of whether room nights have been "resold" will be made on a "last-sale" basis, separately for each day of the Room Block.) Together with its invoice for the Attrition damages, HOTEL will submit to GSA a copy of the city ledger occupancy report documenting whether any rooms (and if so, how many) were resold and whether any rooms (and if so, how many) were not available for sale.
(3) ROOM RATES: The HOTEL and GSA acknowledge that the meeting specified in this contract is being held at the HOTEL in MONTH, YEAR. If the meeting were to be held in the same time frame of 20XX, the confirmed sleeping room rate would be as follows per room night.
Further, the hotel and GSA mutually agree that the actual sleeping room rate for the meeting as specified in this contract will be negotiated by both parties, in good faith, not later than 18 months prior to the first meeting date as specified in this contract on or before MONTH, DAY, YEAR. The above referenced Group rates represent a XX% discount off our current corporate rate of $ XXX. HOTEL will offer GSA the same discount off its 20XX corporate rate, or the above meeting rates plus an increase no greater than 3% annually, whichever is lower. In addition, there will be no mandated additions to the room rate (unless mandated by law). Rates are subject to and do not include applicable taxes, currently XX% The HOTEL guarantees there will be no special promotional rates, or group rates for comparable business, from Friday, MONTH, DAY, YEAR through Tuesday, MONTH, DAY, YEAR that are less than the rates confirmed to GSA, unless these special rates apply to all rooms in the GSA block. There will be no additional charge for children under the age of 21 staying in the same room with their parents. All guest rooms in HOTEL that are occupied by GSA attendees will be included in the room night utilization for purposes of reporting and attrition regardless of rate paid or method of reservation. (4) COMPLIMENTARY SUITES AND ROOMS: The hotel to provide complimentary one (1) one-bedroom Suites (listed on page 2 of contract) over and above the "one per forty" with arrival on MONTH, DAY, YEAR, and departure on MONTH, DAY, YEAR. In addition, there will be (xx) complimentary rooms with arrival MONTH, DAY, YEAR and departure MONTH, DAY, YEAR.
(5) EARNED COMPLIMENTARY ROOMS: The HOTEL to provide one complimentary unit for each 40-room nights actually utilized or paid for on a cumulative basis. A room night is one room occupied for one night, i.e., two rooms occupied for three nights equals six room nights. Room nights to which GSA is entitled, but does not utilize during the meeting will be credited to GSA at the average rate for the group. (6) STAFF, CONTRACTOR, AND SPEAKER ROOM RATES: The HOTEL acknowledges that GSA requires employees, contractors and speakers to be present to oversee, implement, and otherwise conduct the meeting sessions, events, and functions. Accordingly, the HOTEL will extend a special room rate discount equal to 50% of the meeting’s single room rate. This special room rate will be made available for a maximum of (xx) rooms per night over the official meeting dates.
(7) ROOM UPGRADES: GSA will have a number of VIPs, nationally renowned speakers and other special guests at its meeting. The HOTEL acknowledges that these individuals should be accorded the finest quality accommodation available at the facility. HOTEL will provide (xx) sleeping room upgrades per night on the concierge level or a junior suite priced at the single-occupancy room rate in this contract. (8) VIP CHECK-IN AND SPECIAL GUEST SERVICES: HOTEL will provide special check-in and guest services for GSA’s VIPs and special guests, which will include the following:
(9) SITE VISITS: The hotel agrees to provide complimentary room nights on a space available basis for pre-planning meetings as follows:
Additional room nights will be billed at an agreed upon rate no greater than 50% of the GSA single rate. (10) RESERVATION PROCEDURES/CONFIRMATIONS/CUT-OFF DATES: Except as otherwise provided in this contract, all meeting attendees and guests will be responsible for making their own sleeping room reservations, and in accordance with any allowances, guarantees, restrictions or procedures provided for in this contract, and will be responsible for providing room deposits and payment for the accommodations and any incidentals or other expenses. Individuals will make their accommodation reservations using a reservation form or by calling the hotel directly. HOTEL will acknowledge each reservation received by providing a written acceptance or reservation notification to each meeting attendee and guest within seven business days of receipt of reservation. All guestrooms requested by affiliated companies or subgroups attending GSA’s meeting will be credited to GSA’s room block by HOTEL and will be included in the room night utilization for the purposes of reporting and attrition regardless of rate paid or method of reservation. HOTEL has sole discretion to determine whether or not to offer the GSA group rate quoted to GSA in this contact for late reservations. All sleeping room reservations that are cancelled by the meeting attendees and guests will be returned to the room block to be made available to be reserved or occupied by another GSA meeting attendee or guest prior to the final cutoff date. The hotel will be responsible for providing a proper and accurate accounting for each sleeping room and related accommodation as specified in the room block clause. The hotel will carefully screen all sleeping room reservations for suspected duplicates. No suspected duplicate reservation may be deleted or cancelled by unilateral action. HOTEL will be required to contact GSA with a suspected duplicate reservation for verification. For each reservation that proves to be a valid duplicate and is subsequently voided, deleted, or otherwise cancelled prior to the first cutoff date, the associated sleeping room and related accommodation will be returned to the room block and made available to other meeting attendees or guests. The final cutoff date of MONTH, DAY, YEAR, is specified to be that date after which HOTEL will no longer be responsible for holding or providing any sleeping rooms or related accommodations to GSA or its meeting attendees and guests. Any rooms remaining in GSA’s room block after the final cutoff date that are not reserved or guaranteed by GSA or its meeting attendees will be released for sale to the general public on a first-come, first-served basis. HOTEL agrees to allow GSA and/or GSA's attendees to substitute the name of another individual in his or her place as long as the cancellation and substitution are concurrent and prior to the final cutoff date. A person that cancels their reservation prior to the final cutoff date, but provides a substitute name concurrently will not be charged a cancellation fee or be required to forfeit their deposit. All accommodations provided after the final cutoff date will be included in the GSA room night utilization for the purposes of reporting and attrition.
(11) ROOM COUNTS/REPORTS: As of the first GSA arrival
day, the hotel will provide two reports:
This is to be provided each morning to the assigned housing company or GSA staff person. his will include single, double, triple, quad, suites, and/or parlors, and the revenue generated. HOTEL will notify GSA or its authorized agent of the hotel staff person authorized to release this information within one week prior to the meeting. HOTEL will provide a final report to GSA within 14 days after the Meeting Period. This report will include the total number of rooms and suites occupied per night, including exhibitor blocks if any, total room revenue, number of comp rooms, break-down of room types, group food and beverage revenue, hospitality suites revenue, A-V revenue, and revenue from affiliated groups. The hotel will review with GSA all group blocks in the hotel over the meeting dates. Any group block identified by GSA as an affiliate group will also be counted toward the GSA room block for purposes of reporting and attrition. The parties agree that the payment of GSA’s Master Account is not due and payable until said accurate post-meeting occupancy and revenue reports have been prepared and provided to GSA. (12) TELEPHONE/FAX INSTRUCTIONS: GSA attendees will not be charged access fees for placing calls from their room while utilizing a calling card. There will be no charge to GSA staff for incoming fax information that pertains to the successful operation of the meeting.
(13) GUEST RELOCATION: Should the hotel find itself in a situation where it is unable to honor a guaranteed reservation(s), this shall be referred to as a “walk situation.” Information regarding such situations is to be reported immediately to GSA’s on-site Meeting Staff to determine which attendee(s) is/are to be walked. If the relocation of GSA guests is unavoidable, the hotel will provide the following arrangements for any individual who has previously guaranteed a room the following as liquidated damages and not as a penalty:
(14) SUPPLIERS: GSA reserves the right to utilize the supplier of its choice for services including but not limited to audio visual equipment and operation, destination management, installation and dismantlement, licensed security, photographic, booth cleaning, labor, entertainment, exhibit decorating, security, floral, transportation, tours, office services, and other similar services required at HOTEL during the Meeting Dates without surcharge.
(15) MASTER ACCOUNT: The HOTEL shall extend the courtesy of direct billing the Master Account for GSA functions and room and taxes authorized by GSA in writing after credit is approved. All charges posted to this account will be verified and made a formal part of the meeting resume. Banquet checks MUST BE SIGNED by an authorized GSA staff person, according to the list supplied to the hotel in writing. All billing instructions for the Master Account will be provided to the hotel no later than three weeks prior to the meeting dates. GSA agrees to make payment within 30 days of receipt of invoice, provided clear documentation of charges and a post-meeting report is included. All charges in dispute will be excluded from the initial payment. A finance charge of up to 1.5% may be charged to GSA for non-payment of the invoice within 30 days, exclusive of disputed charges. (16) DEPOSITS: HOTEL acknowledges if GSA’s excellent references and substantial credit history continue in 20XX regarding meetings and related events similar to those specified in this contract and hereby waives any and all deposit requirements for all anticipated costs and expenses of the meeting and its related events and functions.
(17) INDIVIDUAL ACCOUNTS: At the time of registration, the hotel will require satisfactory credit information or cash advances as evidence of the attendee’s ability to satisfy anticipated charges to his or her Guest Room Account upon check-out. If direct billing is desired by an individual and the hotel wishes to extend this service to the attendee, credit arrangements must be made with the HOTEL’s credit department 30 days prior to arrival. At no time shall the hotel charge an individual’s room, tax, or incidentals to the GSA Master Account without prior written approval. (18) SIGNS: Signs identifying functions are permitted outside the meeting rooms and in other areas mutually agreed to by GSA and HOTEL.
(19) READER BOARDS/DOOR DROPS: All postings will read Geological Society of America, and not GSA, its acronym unless approved in writing by GSA. Additionally, postings requested by any party other than GSA, e.g., exhibitors, geologists, etc., must first be approved by GSA. No room drops are allowed to GSA attendees without prior written approval from GSA.
(20) HOTEL RENOVATIONS/REFURBISHING: HOTEL agrees that there shall be no remodeling or construction of its facilities underway during the meeting, nor shall there be any other activities of the hotel that would interfere with the peaceful enjoyment of the premises. HOTEL will notify GSA within thirty (30) days of finalized plans of any changes or additions to HOTEL that might affect or alter the current function space in HOTEL. The construction plans as they relate to GSA’s use of HOTEL will be reviewed and GSA will notify HOTEL of its concerns. Should HOTEL’s proposed construction plans still appear in any way to either inhibit the use of the facilities or the success of the event, as contemplated by GSA, GSA will have the option to terminate this agreement and to hold HOTEL liable. Should GSA elect to use HOTEL after notification of HOTEL’s construction plans, agrees that no employees, agents, independent contractors, or invitees of Hotel will interrupt any of GSA’s activities, interfere with access to the area, create noise of any type or level, create dust or temperature interruptions, or otherwise impede the operations of GSA’s activities or breach GSA’s covenant of quiet enjoyment implicit in this agreement in any way. GSA and Hotel will make such reasonable determination mutually for purposes of below. Should there be remodeling, construction, or other disturbances at the hotel, GSA may at its option require the hotel provide equal alternate space within the facility for satisfactory conduct of the GSA program or housing at no charge. If a satisfactory alternate space is not available, the hotel will compensate GSA accordingly (i.e., no room or AV rental, reduced catering charges, etc.) to be determined by GSA. Should GSA become aware that the quality of facilities, service or amenities has deteriorated from that in existence at the time of the signing of this contract, then GSA may, after giving the hotel reasonable notice and the opportunity to take care of this situation, terminate this contract without penalty, with the return of any monies which may have already been paid to the hotel by GSA or meeting participants.
(21) Meeting and Function Space Requirements: Function Room Assignment- A list of GSA’s current function and space requirements are attached and hereby incorporated by reference. Hotel will not unilaterally release any function space or make any changes in function room assignments without written approval from GSA. If, for any reason, Hotel changes a meeting or function room assignment that has been confirmed by Hotel, Hotel will assume the financial responsibility for such items as producing program addenda and signs, as may be needed. There will be no set-up fee, rental, or facility service charge for any space used by GSA, except as specifically provided for in this agreement or later agreed to by the parties in writing. The hotel will provide one complimentary microphone in each meeting room that has a built-in public address system. There is no charge for labor or equipment set-ups, unless heavy or unusual demands are made on the hotel. Standard set-up will include tables (draped or linen covered as required), chairs, tables, standing lectern, podiums, risers, and easels. The hotel will also provide two (2) complimentary phone lines for use by Official GSA offices. No access fees will be charged for placing local calls or toll-free calls. Hotel will provide all meeting, event and function space, and any other related function space, on a complimentary, no-charge basis, all necessary and appropriate cleaning and janitorial services, trash removal, security, lighting, electric, heating, ventilation and air conditioning (HVAC) and any and all other necessary and appropriate building and property services, operations, and personnel for a period to include one (1) hour prior to, during, and one (1) hour subsequent to the effective hours of utilization of each space, area, and room up to a maximum of twenty-four (24) hours as necessary, as specified by GSA in its final program. Any request beyond the normal service requirements will be provided at the current rates. * Item 21 will change to the following if using
other facilities for meeting space, and only using hotel property for
overflow hotel rooms. (22) Meeting Room Rental Charges: There will be no Meeting Room Rental charges for any space used by GSA.
(23) DISCLOSURE OF MEETINGS: HOTEL agrees to use its best efforts not to enter into a contract to sell, lease, or license meeting or exhibit space to any organization, company, group, or association over the same or overlapping dates that would be incompatible to GSA as outlined below. For purposes of this agreement, "incompatible groups" will mean any organization, company, group, or association whose business concerns the geological field, and/or who seeks to attract exhibitors and/or attendees who are in the same industry. HOTEL will exercise all reasonable efforts to assure that no other event in HOTEL materially interferes with the meeting or event contemplated under this agreement. The hotel agrees to provide a written disclosure to GSA by MONTH, DAY, YEAR, of the pertinent information about any other meetings in the facility that may be incompatible and constitute a conflict of interest one week prior, one week following, and during the dates of the meeting. This disclosure is to be ongoing and include the following:
(24) INSURANCE: The hotel and GSA each agree to carry adequate liability and other insurance protecting themselves from any claims arising from any activities conducted at the hotel during the meeting. Each of the parties hereto shall protect, defend, indemnify, and save harmless the other, together with their affiliates and employees against and from all claims, damages, losses and expenses, including but not limited to attorney’s fees and cost by reason of any suit, demand, judgment or cause of action initiated by any person, arising or alleged to have risen out of the performance of their respective obligations under this agreement. The undersigned representative of GSA represents that GSA is a legally organized corporation legally authorized to enter into and perform its obligations under this agreement. The obligations of GSA are limited to the insurance and corporate assets of GSA and no officer, employee, member, or agent of GSA, in their individual capacities, will have any personal responsibility with respect to said obligations and liabilities, or in connection with the execution and/or performance of this agreement. This provision will survive the termination or cancellation of this agreement.
(25) SAFETY AND HEALTH: HOTEL agrees that it complies and shall comply during the GSA meeting with all local, state, and federal fire safety, and health laws, regulations, codes, and ordinances, and building codes, including those related to the food service facilities and personnel, and the requirements of the Hotel and Motel Fire Safety Act of 1990. The hotel further agrees that it has taken the steps necessary to ensure a safe environment on its premises for its guests. The hotel further agrees that it maintains written procedures and policies concerning fire safety and other safety issues and shall make all such procedures and policies available to GSA upon reasonable notice. Failure of GSA to request a copy of such policy and procedures shall not alleviate the hotel’s responsibility to comply with the terms of this paragraph. Alcoholic Beverage Service At all functions that are catered by HOTEL where alcohol is served Hotel will be responsible for exercising reasonable care in its service of alcohol to GSA’s attendees. Hotel will be responsible for adhering to state laws regulating the sale and service of alcoholic beverages and will not serve alcohol to attendees that are either noticeably intoxicated or underage. (26) ATTENDEES REQUIRING SPECIAL SERVICES: As between the parties, responsibility for compliance with the American with Disabilities Act (ADA) shall be allocated as follows:
(27) FORCE MAJEURE TERMINATION: The performance of this contract by either HOTEL or GSA, in part or in full, will be subject to events or occurrences beyond their control such as, but not limited to, the following: acts of God; war; specific threat of war; government regulation or domestic travel advisory; government laws, regulations; disasters; earthquakes; fire, accidents, or other casualty; epidemics; strikes or specific threat of strikes (exception: neither party may terminate or suspend this agreement for strikes, labor disputes or work stoppages involving their respective employees or agents); lockouts, or labor disputes; inability to obtain labor, materials, food, fuel, electricity, general operational services, or reasonable substitutes; civil disorder or terrorist acts and/or specific threats of terrorism as determined by the Office of Homeland Security Advisory System and/or other valid indicators on a case by case basis; acts of domestic or foreign enemies; curtailment of transportation facilities; any other civil or governmental emergency; making it illegal or impossible for hotel to provide the facilities and services outlined, for whatever reason(s) thirty (30) percent or more of the attendees are prevented or unreasonably delayed from attending the meeting in the specified time period. This contract may be terminated for any one or more of such reasons by written notice from one party to the other without prejudice or penalty. There will be no right of termination without liability for the sole purpose of holding the meeting as specified within this contract in another local jurisdiction or at another hotel or related facility or for the sole purpose of HOTEL booking a meeting of any other group or organization or otherwise supplying all or part of the facilities or performing all or part of the services as specified in this contract, for any other group or organization. (28) TERMINATION DUE TO FINANCES AND/OR MANAGEMENT: GSA reserves the right to terminate this contract without prejudice or penalty, by written notice to the HOTEL within 30 days of notification by HOTEL to GSA in the event one or more of the following occurs:
(29) GENERAL PROVISIONS: DISPUTE RESOLUTION Any controversy or claim arising out of or relating to this Contract, or breach thereof, shall initially be subject to negotiation by both parties. If an acceptable solution cannot be reached after negotiation by both parties, the parties will use good faith efforts to agree upon one of the following three options:
If any provisions of this contract are unenforceable under the applicable law, the remaining provisions shall continue in full force and effect. This contract may be executed in one or more counterparts, each of which when fully executed, shall be deemed to be an original, and all of which shall be deemed to be the same agreement. No waiver of any breach of either party to this contract of any term, condition, or obligation set forth in this contract shall be deemed a waiver of the same or similar breach thereafter. (30) CONTINGENCY: This contract will be contingent upon the useful availability of the reserved facilities at the CONVENTION FACILITY as the site for the GSA (Section Name) Section Meeting by written notice, GSA may terminate its obligation to perform this agreement without liability to HOTEL upon the occurrence of the following:
HOTEL will not be entitled to any compensation or any other consideration in the event the contingency stated herein is not met, removed, or ended to the satisfaction of GSA. * Item 30 will need to be removed if the meeting is being held at hotel’s facilities, rather than other convention facilities.
(31) CANCELLATION: By HOTEL HOTEL has no right to cancel or terminate this Contract except for cause as specified herein. HOTEL may not make any changes to the terms of this Contract without the written consent of GSA. If HOTEL double-books the Event and is unable or unwilling to provide the guest rooms, function space, or any related services agreed to in the Agreement, such action would constitute a breach of HOTEL’s obligations to GSA and GSA would be harmed. At such time, GSA would be entitled to pursue all legal remedies for any damages in incurs from such an action should HOTEL and GSA not be able to agree on a mutually satisfactory settlement. By GSA GSA agrees that it has no right to terminate or otherwise cancel ("Cancel") its obligations under this Contract except for cause as specified herein. If GSA does Cancel this Contract, GSA agrees to notify HOTEL in writing within 10 business days of any decision to Cancel. In addition, if a Cancellation occurs for causes other than specified herein, the parties agree that:
*Total rooms profit means the total number of room nights in GSA’s contracted Room Block, less attrition allowed, multiplied by 75% of the single group room rate. (i.e. If cancellation occurs before MONTH, DAY, YEAR, damages would be calculated as: XXX Total Room Nights – XXX Room Nights (attrition allowed) x ($XXX x 75%) x 50% = $XX,XXX.) As an additional accommodation to GSA, HOTEL agrees that, to the extent that the HOTEL is able to "resell" any rooms, or that rooms are not available for sale, the Cancellation Fee will be reduced by 75% of the single group rate multiplied by the number of rooms resold or not available for sale. (The determination of whether room nights have been "resold" will be made on a "last-sale" basis, separately for each day of the Room Block. The Cancellation Fee charged will be the lesser of 1) the rooms not resold or not available for sale or 2) the Liquidated Damages Due from the Chart above.) Together with the invoice for the Cancellation Fee, HOTEL will submit to GSA a copy of the city ledger occupancy report documenting whether any rooms (and if so, how many) were resold and whether any rooms (and if so, how many) were not available for sale. HOTEL agrees that after receipt of the Cancellation Fee payment, it will not seek additional damages relating to the Cancellation. (32) RECIPROCAL INDEMNIFICATION: Each party to this Contract, to the extent not covered by the indemnified party’s insurance, shall indemnify, defend, and hold harmless the other party and its respective owners, officers, directors, agents, and employees from and against any and all demands, claims, damages to persons or property, losses, and liabilities, including reasonable attorneys’ fees (collectively, "Claims"), to the extent arising out of or caused by the indemnifying party’s negligence or willful misconduct in connection with the provision and use of HOTEL as contemplated by this Contract. This paragraph 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 either party may have with respect to any Claim.
(33) ENTIRE AGREEMENT: This contract contains the entire agreement between HOTEL and GSA with respect to its subject matter and may be amended only by written agreement between both parties. Any and all other proposals, negotiations, promises, agreements, or understandings, whether oral or written, made prior to this contract are hereby extinguished and considered null and void by both parties. HOTEL and GSA guarantee that, except as set forth in this contract, no representatives, warranties, agreements or promises have been made to each other by their respective agents, representatives, or employees with respect to this contract. Neither GSA nor the hotel may assign their rights or obligations under this agreement without the express written consent of the other party. (34) MUTUAL AND BINDING AGREEMENT: This contract, when signed and dated below by the respective authorized representatives of HOTEL and GSA will be considered in force and legally binding on both parties. The person(s) signing this contract shall have the authority to bind their respective organizations and agree to the terms and conditions herein.
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