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 Apple Hospitality REIT, Inc., dba: 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. V 4.18.17
V 4.18.17 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 within one year of the originally scheduled event date. 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 be 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
V 4.18.17 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 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
V 4.18.17 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 and the University each shall indemnify, defend and hold harmless the other, 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, reasonable 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 for the Hotel s negligence or misconduct. 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. V 4.18.17
To the University: To Hotel: With a copy to: Purchasing Services Attn: Director, Purchasing Services 3328 Cathedral of Learning Pittsburgh, PA 15260 Facsimile: 412-624-9339 Hampton Inn Oakland 3315 Hamlet Street Pittsburgh, PA 15213 Attn: Sharon Pranis Facsimile: 412-681-3022 Vista Host, Inc. Attn: Office of CFO 10370 Richmond Ave., Suite 150 Houston, TX 77042 Facsimile: 713-267-5820 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.] V 4.18.17
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: Title: HAMPTON INN OAKLAND By: Name: Title: Exhibit A Guest Room Accommodations V 4.18.17
Exhibit A GUEST ROOM ACCOMMODATIONS 1. Name of Event: 2. Event Dates and Time: 3. University Contact Information: University Department: Contact Person: Telephone: E-mail: 4. Hotel Contact Information: Hotel: Contact Person: Telephone: E-mail: Hampton Inn Pittsburgh University Medical Center 412-681-1000 ext 110 @vistahost.net 5. Room Block: Hotel agrees that it will provide, and University agrees that it will be utilizing (# of room nights in the pattern set forth below: Room Type: Date: Date: Date: Date: Total: 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 A - 1
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 - 2
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 complimentary guest room(s) for every (# of 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 - 3