Starwood Standard Hotel Contract

7/26/2019 Starwood Standard Hotel Contract

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HT!" A#$!!%!&T

THIS AGREEMENT is made this ''day of %onth, (ear, by and between The Institute of!lectrical and !lectronics !ngineers Incorporated, a &ew (or not*for*profit corporation+I!!!-), on behalf of the I!!! rganizational nit/0onference 0ommittee +hereinafterreferred to as the #roup-) and Hotel &ame+the Hotel-) located at Hotel/1roperty Addressin connection with I!!! 0onference/%eeting Title 2 Acronym +the %eeting-) beginning3eginning 4ay, %onth, and (ear and running until!nding 4ay, %onth and (ear +The %eeting4ates-)

%!!TI 0&TA0T5TIT"!5$#A&I6ATI&5A44$!7750IT(, 7TAT!, 6I151H&!58A'5!*%AI"5

In the event the %!!TI 0&TA0T above is unreachable, please contact5

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HT!" 0&TA0T5

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mailto:[email protected]:[email protected]:[email protected]:[email protected]


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TIT"!5$#A&I6ATI&5A44$!7750IT(, 7TAT!, 6I151H&!58A'5!*%AI"5

ARTICLE I

#uest $oom Accommodations

@.@ This Agreement applies to the following bloc of rooms +the $oom 3loc-). The Hotelshall, on a regular basis, advise the #roup of the number of rooms reserved in the blocand the number available.

4ate4ay of;ee%onth/(ear

4ay of;ee%onth/(ear

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4ay of;ee%onth/(ear

4ay of;ee%onth/(ear

4ay of;ee%onth/(ear

7ingle/4oubleccupancy

G of$ooms

G of$ooms

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G of$ooms

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G of$ooms

Total $oom &ights5 ''

@.C The #roup may increase the $oom 3loc by up to '' percent +''), on a spaceavailable basis, at the #roup $ate as defined below. 7uch increase shall be confirmed inwriting and signed by the Hotel and #roup. In no case shall the $oom 3loc be reducedexcept in writing signed by the #roup and the Hotel

@.B All rooms used by persons attending or woring at the meeting shall be counted in the$oom 3loc on a cumulative basis. These include, but are not limited to5 all personswho, for whatever reason, do not receive the #roup rate +e.g. late reservations, corporaterates, government rates, etc.) and all persons waled.-

@.9 The Hotel agrees to contact the #roup to review the $oom 3loc commitment on or before +the $oom 3loc $eview-)5

* If you are contracting for a conference that occurs annually and this Agreement is

for four years out, you will want to review the room block after each year prior to the

contract year.

4ay, %onth, (ear B= days after +(!A$)conferenceJ4ay, %onth, (ear B= days after +(!A$)conference4ay, %onth, (ear B= days after +(!A$)conference

4ay, %onth, (ear D months prior to conference

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@.: pon each $oom 3loc $eview, the parties may upon mutual agreement increase ordecrease the $oom 3loc based upon room availability at the #roup rate and subKect tothe terms of the Attrition provision as well as mae corresponding changes to the7chedule of !vents. 7uch changes to the Agreement shall be confirmed in writing andsigned by the Hotel and the #roup.

@.D Baggage Storage5 3aggage will be stored at no charge for early arrivals and latedepartures.

ARTICLE II

#roup $oom $ates

C.@ The Hotel confirms the following special run of the house rates for the #roup +the#roup $ate-).

If hotel will not confirm a group room rate you will need a formula for determining the

rate based on the current room rate. The formula should be todays rate + annual

increase not to eceed !!!!"# year. $ate to be confirmed in writing one year beforethe date of the conference.

7ingle/4ouble L''.== 7uites L''.==

#overnment L ''.== Additional 1erson L''.==

7taff $ate L ''.==

C.C The #roup $ate covers all guest sleeping room costs, including service fees, but isexclusive of applicable sales/room tax, currently ''percent +''). Houseeeping andother gratuities will be at guest discretion.

C.B Rate Protection: %hoose the appropriate option for your property

&ption &ne: As long as #roupMs event will utilize at least '' percent +NNN)of hotelMsavailable inventory, the Hotel represents and warrants that the #roup $ate shall be thelowest rates offered to any guest during the meeting period, with the exception ofgovernment rates, air crew rates and negotiated corporate discounts. 7hould the $oom3loc be reduced or pic up fall below : of the total room nights committed inparagraph @.@, Hotel will have the right, at its option, to offer rates to other guests atlower than the #roup $ate.

&ption Two for smaller meetings' Hotel represents and warrants that the #roup $ate

shall be the lowest group rates offered by Hotel during the same period to groups ofsimilar size and revenue for Hotel +? or O @=) as the %eeting.

&ption Three' (I)))s proposed alternate clause The Hotel represents and warrantsthat the #roup $ate shall be the lowest rate offered to guests during the meeting period,with the exception of government rates, air crew rates and negotiated corporate discounts.7hould lower rates be offered by the Hotel +excluding the above*referenced categories),the #roup $ate shall be adKusted to the lower rate.

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C.9 Rate Extension5 The #roup $ate shall be offered for a period of three +B) days before andthree +B) days after the %eeting 4ates, subKect to availability of rooms at the time ofreservation to accommodate those who wish to extend their visits.

C.: Rate Application5 The #roup $ate shall apply for the entire duration of each guestPs stay.

C.D 0ommissionable/&on*0ommissionable(%&&) T) A--I%A/) &-TI&0

&ption &ne: The #roup $ate +except for 7taff rooms) Quoted by Hotel shall becommissionable to +insert name of agent), +the Agent of $ecord-). 0ommissions shallbe paid at the rate of ten percent +@=) of the guest room rate +not including tax or anyapplicable rebate) for all rooms actually used in the $oom 3loc and paid for by #roupor its attendees over the meeting dates. 0ommission will not be paid on complimentary,staff rooms or other special rated rooms. 0ommission will be calculated on the #roup$ate less any applicable rebate and taxes. 7hould the Agent of $ecord change, Hotel willnot pay any additional commission. Hotel will not pay commission on rooms that areused by your attendees that are not reserved as part of the $oom 3loc. 0ommissionsshall be paid to the Agent of $ecord, no later than thirty +B=) days after the payment in

full of the %aster Account. &o commissions will be paid on cancellation fees or attritionfees collected under the 0ancellation or Attrition clauses below.&ption Two #roup $ates are net, non*commissionable rates.

C. Rebates ($)12I$)3 &04 I5 A $)/AT) &5 A04 6I03 I I0%23)3

The #roup $ate reflects a rebate payable to the #roup of NNNNNNNdollars +L'') foreach occupied room night paid for at the #roup $ate to help offset the cost ofNNNNNNNNNNNthe #roup is providing to the members of #roup. &o rebate will be paidfor staff rooms or for rooms reserved outside the $oom 3loc. 1ayment or credit for any

rebate shall only be made after satisfactory settlement of #roupMs %aster Account.(0&T)' $)/AT) $)12I$) A--$&7A &5 T) 3I$)%T&$ &5 A) A03

8A$6)TI09 A03 9)0)$A 8A0A9)$

C.> Disclosure: #roup agrees that it will disclose to all members of #roup and attendees, thetype and amount of all automatic and mandatory charges Re.g., resort charges, servicecharges, etcS that will be charged to the attendees by the Hotel under this Agreement andthe early departure fee that may be charged to attendees under this Agreement. #rouphas sole responsibility for determining whether it is necessary to disclose to members of#roup, attendees or any third parties, any other terms of this Agreement or the terms ofany other relationship between the #roup and the Hotel or 7tarwood Hotels 2 $esorts

;orldwide, Inc. or its affiliates, including that a portion of the #roup $ate is being paidas a commission or rebate or that the #roup may have received or may receive any otherbenefits from Hotel or 7tarwood Hotels 2 $esorts ;orldwide, Inc. or its affiliates.

C.E Content: To the extent that #roup provides any content to Hotel, including promotionalbrochures, flyers, logos, pictures, music and meeting schedules +collectively, the0ontent-) for any reason, including for distribution at the %eeting or for inclusion on a7tar#roups website, #roup hereby warrants that it has all rights, permissions, and

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licenses necessary to provide the 0ontent to Hotel for its intended use. #roup furtherwarrants that it has all rights, permissions, and licenses necessary to display or performall 0ontent used by #roup at its event. ;ith respect to any 0ontent, Hotel shall have anon*exclusive royalty*free license to use the 0ontent for the period beginning on the dateof this Agreement until NNNNNNNNNNN. Any such use by Hotel shall be subKect to I!!!Msprior review and written approval.

C.@= Group Data: To the extent #roup provides any information to Hotel, including #roupPs

contact information and personally identifiable information of #roupPs members andmeeting attendees +collectively, the #roup 4ata) for any reason, #roup herebyrepresents, warrants and covenants that, prior to providing Hotel with the #roup 4ata,#roup shall have obtained all rights and permissions necessary to +i) provide the #roup4ata to Hotel, +ii) transfer the #roup 4ata to locations both within and outside the pointof collection, including to the nited 7tates, and +iii) grant to Hotel the right to use orrelease the #roup 4ata to 7tarwood Hotels 2 $esorts ;orldwide, Inc. +7tarwood-),7tarwoodMs affiliates, and other entities and locations within the 7tarwood reservation,sales and catering, and database management systems for the period beginning on thedate of this Agreement until NNNNNN and only for lawful %eeting*related businesspurposes, including to confirm reservations and to provide stay related communications,

and to provide access to third parties retained to provide services reQuired or reQuested by#roup, including 0ontracted Uendors.

ARTICLE III

0ommission

B.@ ther than as set forth herein, Hotel represents and warrants that it has no agreement withany party to pay a commission related to the %eeting. Hotel further represents and warrantsthat it shall not subseQuently enter into such an Agreement without first disclosing suchagreement to the #roup and obtaining #roupMs written permission to execute such anAgreement.

ARTICLE IV

0omplimentary $ooms

9.@ The Hotel shall provide the #roup with one +@) complimentary room night for everyNNNNNN +G) room nights occupied on a cumulative basis by the #roupMs attendees overthe dates established, +calculated by adding the total number of room nights occupied bythe #roup over the dates established, dividing that number by+ G ) and rounding up to thenearest whole number). A single or double room night is counted as one +@) room night,one*bedroom parlor suite as two +C) room nights, etc. 0omplimentary rooms may beassigned by the #roup to individuals in any manner over the actual conference dates orapplied to the %aster Account provided, however, that the Hotel be notified of the

#roupMs intentions prior to arrival.

ARTICLE V

Additional 0oncessions

:.@ The Hotel will provide the #roup with the following additional concessions5A list of possible concession is available at:

http://wwwieeeo!"/web/confe!ences/o!"ani#e!s/cont!actsht$l

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ARTICLE VI

$oom 3loc Attrition

D.@ This Agreement is based in part on the #roupMs use of '''' total room nights. In theevent the actual use of room nights falls below : +'''room nights) of the $oom3loc, an attrition charge will be assessed +the Attrition 0harge-). In calculating#roupMs total room nights Hotel shall include all rooms utilized by #roup regardless of

rate paid or method of reservation including pre and post days and no show or latecancellation fees that are collected by Hotel. This amount shall be calculated bymultiplying the single/double #roup rate for each room night below seventy five percent+:) of the total room nights in the $oom 3loc. 7uch charges shall be added to, andpayable as part of, the %aster Account. Tax will be included if reQuired by applicablelaw.

D.C The parties agree that +a) the above formula for the Attrition 0harge is a reasonableestimate of the HotelMs damages in the event that the room nights in the $oom 3loc arenot utilized and +b) the liQuidated damages set forth in 7ection D.@ do not constitute apenalty.

D.B The Hotel shall undertae reasonable efforts to resell any unused room nights in the$oom 3loc and shall credit those sales against the Attrition 0harge. 3ecause it isimpossible to accurately determine what guest rooms are resold and at what rate, theparties agree that resold- rooms will be calculated as follows5 The resale revenuecredited to the Attrition 0harge will be eQual to HotelMs average daily rate for each daythat guest rooms are resold. nused #roup rooms will be the last guest rooms resold, thusguest rooms will be considered resold to the extent that Hotel is able to sell more guestrooms than it could have sold if #roup had fully occupied its reserved bloc. 8orexample, if #roup does not use thirty +B=) rooms in its bloc but only ten +@=) roomsremain unsold in Hotel, the Attrition 0harge owed will be reduced by the average daily

rate times ten +@=).

D.9 pon the billing of any Attrition 0harge, Hotel shall provide #roup with reasonableinformation and documentation #roup may reQuest in order to verify its room utilizationand the HotelMs calculation of resold rooms. Hotel will also verify #roup room pic upby using its $eservation 0ross 0hec software to compare the #roupMs list of registeredattendees with the hotelMs guest registration list.

D.: The #roup shall not pay for off*line rooms +rooms being remodeled or not used for any reason).

The following is an alternate clause that may be used instead of :.;


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ARTICLE VII

$eservation 1rocedures

.@ Hotel will accept reservations made by telephone at ?@ ''' ''' ''''. %eetingattendees willreference+0ode) when maing reservations.

.C Hotel will create a free customized website for the %eeting through a product nown as7tar#roups. This customized website will allow attendees to boo their hotel

reservations online, and may also include personalized information about the event ormeeting, including 0ontent, lins to #roupPs website, and dining, entertainment, and cityinformation. This website will also allow #roup to access reports which show the numberof individuals that have booed guest rooms using the customized website. The websitePsuniQue $" will be distributed to +#$1 0&TA0T), or to such other persondesignated by #roup, for distribution to members and other attendees.

.B The reservation cut*off date shall be 4ay/%onth/(earat :5== p.m. +choose one!astern,0entral, %ountain, or 1acific) time. $eservations received after this date will beaccepted by the Hotel on a space available basis at the conference rates and will becredited to the $oom 3loc. All cancellations received by the Hotel prior to the cut*off

date will revert to the $oom 3loc.

.9 Room Pick-Up Report: HT!" will provide each wee, starting eight +>) wees prior to4ay/%onth/(ear+your arrival date), and a room pic*up report showing the number ofrooms on each %eeting 4ate for which Hotel has received reservations from %eetingattendees.

.: Reservation Guarantee5 The Hotel may reQuire a deposit in advance from individualguests to guarantee a particular reservation. To guarantee an individual reservation, aguest must either +@) send a chec or money order covering the first nightMs room rateplus applicable sales tax, +C) send a signed letter or form authorizing the Hotel to charge

the room deposit and applicable sales tax to the guestMs credit card or +B) give the guestMscredit card information by telephone. At the #roupMs discretion, specific reservationsmay also be guaranteed to the %aster Account. #uaranteed reservations are held until atleast D5== a.m. the following morning, at which time the reservation and deposit areforfeited. The #roup does not guarantee payment for no shows except for thosereservations guaranteed to the %aster Account. The #roup shall publicize the HotelMsadvance deposit reQuirements to the individuals planning to attend the meeting. 7houldguest cancel a reservation, the Hotel shall refund deposits if notice is received prior toD5== p.m. on the arrival date. Any fees collected by the Hotel from #roupMs attendees forlate cancellations or no shows shall be credited toward any Attrition 0harge. The Hotelshall allow name changes for the same length of stay and room type. All guaranteed

reservations will receive either written or verbal confirmation from the Hotel.

If using a housing authority, add the following'

ousing Authority' All ousing reservations an! supporting in"ormation #ill be

coor!inate! troug te o""icial ousing autorit$ compan$ cosen b$ te Group% &e

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'(&E) #ill make reasonable e""orts to ensure tat re*uests "or guest rooms assigne! to

te Group block #ill be accepte! onl$ "rom te ousing autorit$%

.D Hotel shall not charge any additional mandatory charges to any guest folio or to the%aster Account if not specified in this Agreement, except for goods or services reQuestedwhile the event is in progress.. The Hotel shall not charge or post to the %aster Accountany amount except those that are agreed to and signed for in advance by an authorizedsignatory or as set forth in this Agreement. 8urther, the Hotel shall not, directly or

indirectly, impose any surcharges to #roupMs attendees during their stay, regardless ofwhether additional goods or services are offered in connection with such surcharge.

. Hotel shall use commercially reasonable efforts not to relocate any %eeting attendeeholding a guaranteed reservation. If the Hotel does not or cannot honor all reservationsaccepted and/or confirmed by the Hotel to the #roup or its attendees, at the HotelMs soleexpense, the Hotel shall +with a #roup representativeMs approval) provide5

Alternative accommodations of eQual value for said attendees at an eQual or better

nearby hotel at no charge to the guest for length of stay guest is displaced.

ne +@) complimentary round*trip ground transportation between the Hotel and the

alternate hotel for each day the guest is displaced.

Two +C) phone calls world*wide and necessary arrangements for forwarding the

displaced guestMs telephone messages and mail.

An offer to relocate the displaced guest bac to HotelMs first available room. If a room

becomes available and guest elects not to return to the Hotel, the Hotel shall have nofurther obligations under this 7ection.

pon return to the Hotel, upgraded accommodations +if available) and a welcome

expression from the #eneral %anager.

0redit to the #roup for any guests displaced toward its $oom 3loc pic*up for

purpose of this Agreement and for calculation of the #roup complimentary roomcredit.

.> In the event a %eeting attendee who has reserved a room within the $oom 3loc checsout prior to the reserved checout date, the Hotel shall not charge an early departure fee.%eeting attendees shall be instructed to mae every effort to inform the Hotel in advance

of any changes to their planned length of stay.

.E The HotelMs chec*in and chec*out time are '5==pm and '5==pm respectively. #uestsare permitted to chec in early or chec out later subKect to room availability.

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ARTICLE VIII

8ood and 3everage

>.@ +oo! an! Beverage Commitment:%hoose the appropriate option for your property

&ption &ne:The is no food and beverage commitment in this agreement%hen &sin" 'ption 'ne( )elete cla&ses *+,*-

&ption Two'The #roup agrees to provide a minimum of L''''in food and beverageinclusive of service charges and taxes +the 823 0ommitment-). 7hould the #roupMsfood and beverage revenue fall below this amount, the #roup shall be liable for thedifference between the 823 0ommitment and the actualized food and beverage revenuemultiplied by 9= +823 0ommitment minus actualized food and beverage revenuemultiplied by 9=). This amount will be placed on the #roupMs %aster Account.

The parties intend to liQuidate damages in the event the #roup fails to meet the food andbeverage minimum set forth in this section. Therefore, the parties agree that +a) theabove formula is a reasonable estimate of the HotelMs damage in the event the food and

beverage minimum set forth in this section is not met and +b) the liQuidated damages setforth in this section do not constitute a penalty.

* If you are contracting for a conference that occurs annually and this Agreement is

for four years out, you will want to review the food and beverage commitment after

each year prior to the contract year.

>.C The Hotel agrees to contact the #roup to review the 823 0ommitment on or before5

4ay, %onth, (ear B= days after +(!A$) conferenceJ

4ay, %onth, (ear B= days after +(!A$) conference4ay, %onth, (ear B= days after +(!A$) conference4ay, %onth, (ear D months prior to conference

>.B 3ased on such review, if the parties mutually agree to any adKustment to the 8230ommitment, as well as corresponding changes to the#roupMs meeting and functionspace bloc, such changes to this Agreement shall be confirmed in writing and signed byboth parties at these times without liability.

>.9 All #roup affiliated food and beverage functions +including third party) held at the Hotel

during the %eeting 4ates shall be credited towards #roupMs actualized food andbeveragerevenue.

>.:. Price ,ncreases5 The Hotel guarantees that food and beverage prices will not increase bymore than 'percent +NN )annually from the date of this Agreement as outlined in the8ood and 3everage 1rice "ist attached as E.hibit A

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>.D 4ue to licensing reQuirements and Quality control issues, all food and beverage to beserved on Hotel property must be supplied and prepared by Hotel. 4ue to maretfluctuations, menu prices cannot be guaranteed before NNN months before the first%eeting 4ate. 8ood and beverage prices, as shown on E.hibit A, shall apply to all foodand beverage charges incurred by the #roup regardless of menu price increases. Thefollowing additional amounts will be added to all food and beverage charges5

Gratuit$5NN of the food and beverage total plus applicable state or local taxwill be

added as a gratuity and fully distributed to servers, and where applicable, bussers and/orbartenders assigned to the !vent.

7ervice 0harge5 NN of the food and beverage total, plus any applicable state or local tax,will be added as a service charge. This service charge is not a gratuity and is the propertyof the hotel to cover discretionary costs of the !vent. All taxes are subKect to change.

0ote' Additional service charge and gratuity language may be re>uired for 04%

hotels.

>. The Hotel shall be prepared to serve at least five percent +:) over the 823

0ommitment.

>.> ;ait staff at all meal functions5 there will be at least @ wait person for every5Sit,own o! 0late) Meal 1&ffet Meal C: guest at breafast 9= guests at breafast C= guests at lunch C= guests at lunch/dinner C= guests at dinner

The Hotel shall charge no extra service or labor charges for the service ratios listedabove.

>.E Service o" Alcoolic Beverages5 If alcoholic beverages are to be sold or served on theHotel premises +or elsewhere under the HotelMs alcoholic beverage license), other than inthe hospitality suites or guest rooms, +which shall be the responsibility of the partyengaging the suites) such beverages shall be dispensed only by the HotelMs designatedpersonnel.

>.@= )icense Re*uirements5 The HotelMs alcoholic beverage license reQuires that the Hotelshall5 +i) reQuest proper identification +photo I4) of any person of Questionable age andrefuse alcoholic beverage service if the person is either under age or proper identificationcannot be produced, and +ii) refuse alcoholic beverage service to any person who, in the

HotelMs Kudgment, appears intoxicated and +ii) instruct its personnel to avoid encouragingpatrons to consume alcoholic beverages.

>.@@ &raining: The Hotel represents and warrants that all Hotel personnel who dispense orserve alcohol have undergone training to prevent any incidents that could result in claimsof liQuor liability.

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>.@C A!erence to )a#5 Hotel shall adhere to all federal and state laws regulating the sale andservicing of alcoholic beverage.

>.@B ,n!emni"ication5 &otwithstanding any other provision of this Agreement, the Hotel shalldefend, indemnify and hold harmless I!!! and the #roup, their directors, officers,employees and agents, and each of them individually, from and against any and all losses,damages, claims, expenses and liabilities of any ind, including costs of defense thereof,caused by or arising from the HotelPs sale or servicing of alcoholic beverages. The terms

of this provision shall survive the termination or expiration of this Agreement.

ARTICLE I2

8unction 7pace

E.@ 3ased on #roupMs reQuirements, the Hotel has reserved function space as shown on the7chedule of !vents attached as E.hibit 1. The function space choose one: will/will notbe complimentary. 8unction space charges, in any, are outlined on the 7chedule of!vents. Any changes to the room assignments as outlined in the 7chedule of !vents mustbe agreed to, in writing, by both the #roup and the Hotel. Any additional space addedafter the date of this Agreement will be offered on a complimentary basis. The number of

people listed is for room capacity planning only and does not represent a guarantee of theamount of food and beverage that will be ordered. 0ote' contracts for meetings bookedin some locations may re>uire additional language based on additional union charges.

E.C The Hotel shall not reassign contracted space unless approved in writing by the #roup.

E.B &o other party shall be allowed to use the #roupMs defined foyer function space as setforth in E.hibit 1during a %eeting function.

E.9 The Hotel will provide to #roup a registration area directly outside of the main meetingroom consisting of no less than +B) DM x B=- tables with +9) chairs beginning one day prior

to the first %eeting 4ate for set*up until four hours after the %eeting concludes. Thisregistration area will not be shared with any other party for any period of time. This areashould not be broen down and reset at any time during the %eeting 4ates. This spaceshould be able to accommodate power, telephone hoo*up and internet access atpublished Hotel rates or lower negotiated rates.

E.: There shall be no charge to the #roup for one standard set*up per day of meeting roomsas directed by the #roup, using HotelMs available inventory. The Hotel shall provide, atno charge if from its available inventory, certain eQuipment standard for the types ofmeetings and events scheduled, including the following5 standing lecterns, easels,registration tables and chairs, water and glasses, pads and pencils, bulletin or message

boards, and the house sound system.

E.D The Hotel shall not charge for storing the #roupMs meeting materials and publications forup to Gbusiness days prior to the first day of the %eeting and up to two +C) business daysafter the conclusion of the %eeting. The HotelMs staff shall assist in moving thesematerials to the registration area at no charge. 0ote' some hotels many need to addlanguage regarding space limitations, or union imposed handling charges for

materials.

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E. Use o" +unction Space:To protect the safety and security of all Hotel guests and property#roup agrees that it will not use any items in the function space that create any amplifiednoise, smell, or visual effect other than decorations without advance notification andwritten approval by Hotel. !xamples of items that reQuire advance approval include, butare not limited to5 smoe or fog machines, dry ice, confetti cannons, candles, incense, orany other activity that generates smells. #roup will obtain any reQuired 8ire %arshall orother safety approvals, and agrees to pay any expenses incurred by Hotel as a result of

such activity, such as resetting smoe or fire alarms or unusual clean up costs.

E.> #roup reserves the right to utilize the vendor of its choice for services or rentals in theareas of +but not limited to) audio*visual, exhibit decorating, security, transportation,tours, business center, computer rental, additional tables, additional chairs, pipe anddrape, poster boards, etc., with no surcharge from Hotel or from its in*house supplier,subKect to HotelMs standards for outside service providers.

E.E #roup reserves the right to bring their own audio*visual eQuipment with no surchargefrom Hotel or from its in*house supplier subKect to HotelMs standards for outside serviceproviders.

ARTICLE 2

3illing Arrangements

@=.@ 3ased on credit approval, the Hotel shall establish a master account for the #roup forthose charges specifically authorized by the #roup +the %aster Account-), subKect onlyto obKective standards of creditworthiness. 7hould Hotel determine after establishing a%aster Account that #roupMs credit status has changed, Hotel will have the option toreQuire payment of all estimated %aster Account charges no later than fourteen +@9) daysbefore arrival, including any estimated Attrition fees. All room tax and incidental charges

are to be billed on an individual basis, with the exception of those specified to be appliedto the %aster Account. Authorized #roup food and beverage charges are to be billed tothe %aster Account. At least three +B) wees prior to the %eeting, the Hotel will receivethe %aster Account billing instruction, which shall include the following5 +i) the names ofthose individuals authorized to sign for charges to the %aster Account +ii) the names ofthe individuals whose room charges are to be billed to the %aster Account and whatcharges may be billed and +iii) the names of those individuals utilizing 0omplimentary$oom &ights and what charges may be billed. The #roup is not reQuired to offer anadvance deposit upon approval of a credit application.

@=.C Hotel will provide a post*%eeting report from the Hotel to I!!! at conference*

contractsFieee.orgdetailing the room picup, cancellation and no*show factor and thenumber of guaranteed meals versus the number served at each meal function. All billsshould be provided each day for review. The designated representative+s) will beavailable each day to review and sign all accepted bills. 3ills not approved by therepresentative on site will not be honored, unless Hotel can verify that it attempted tohave the bills reviewed and the representative was not available.

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@=.B %aster Account charges shall be paid thirty +B=) days after receipt of the invoice and thepost*%eeting report outlined in 7ection E.C above. If any portion of the final billing is inQuestion, the #roup shall advise the HotelMs convention services and accountingdepartment of the specific item+s). The portion+s) of the final billing that is/are unclear orin Question will be suspended- for B= days, during which time the Hotel shall fullyresearch the charge+s) and provide full documentation and proper bac*up. All undisputedportions of the bill will be paid within B= days. All disputed charges will be paid withinB= days of the partiesM mutual agreement on the amount due.

@=.9 If there is a discrepancy between the HotelsM reported picup figures and the figuresbelieved to be accurate by the #roup, the #roup shall furnish the Hotel with a list of%eeting attendees to be compared with the HotelMs list of guests during the %eeting4ates, which will be compared to HotelMs registration list using $egistration 0ross 0hec.All rooms determined to be occupied by %eeting attendees shall be credited to the $oom3loc for purposes of this Agreement. 0redit toward the $oom 3loc shall also be givenfor all %eeting attendees staying at the Hotel regardless of the date the reservation wasbooed or the rate paid. 0redit toward the room bloc shall also be given for all guestsrelocated to another Hotel under paragraph . and for guaranteed no*show with forfeiteddeposits or credit card charges collected by Hotel.

@=.: Hotel agrees that should the #roup meet the reQuirements for an exemption from salestax in the Kurisdiction in which the %eeting is held, no sales tax shall be applied to the%aster Account, provided that the #roup provides the Hotel with appropriate proof ofexemption at least fourteen +@9) days prior to the first %eeting 4ate.

ARTICLE 2I

0hanges

@@.@ Any changes or additions to this Agreement shall not be binding until such changes oradditions have been approved in writing by both parties.

ARTICLE 2II

Termination

@C.@ This Agreement may be terminated for 0ause +as defined in Article 'III below) uponwritten notice given by either party to the other. 0ause- shall include, but not be limitedto, a breach of the obligations under this Agreement. In the event of any termination ofthis Agreement for 0ause, the Hotel shall immediately refund any deposit or money paidin advance by the #roup or its attendees, and the #roup shall not be responsible to paythe Hotel any additional amounts otherwise due under this Agreement.

@C.C In the event that the #roup terminates this Agreement other than for 0ause, the #roupshall pay within B= days of notice of cancellation, in lieu of any other amounts duehereunder or otherwise in respect of this Agreement, liQuidated damages determined asfollows5

ate of ecision to Te!$inate A$o&nt of Li3&i)ate) a$a"es &e

7pell out specific date L'.==7pell out specific date L'.==

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7pell out specific date L'.==7pell out specific date L'.==J

0&T)' otel must consider the taability of damages in its location in determining the

amounts to put in the chart above based upon the following' These liQuidated damagesare inclusive of all applicable state and local taxes.

@C.B Cancellation b$ 'otel5 In the event that Hotel terminates this Agreement other than for

0ause, Hotel will be responsible for payment of reasonable additional expenses incurredby #roup as a result of moving the event to an alternate hotel as set forth below5

Increased room rate at the alternate hotel.

Increased meeting room rental

Increased food and beverage expenses incurred at the alternate hotel for similar menu

items for the same events that would have been held at the Hotel.

$easonable costs incurred for preparing and reprinting materials already printed

listing the Hotel as the location of the event, or for preparing and printing materials orsending email notifications of the change in location.

ther expenses or losses that #roup can demonstrate were reasonably related to thetermination by Hotel, including attorney fees.

#roup will provide to the Hotel reasonable documentation of increased expenses listedabove that are incurred. Hotel will provide the reimbursement payment within B= daysafter the parties mutually agree on the amount to be reimbursed. In the event that theparties cannot agree on the amount of reimbursement, they agree to submit their disputeto arbitration pursuant to the 4ispute $esolution provision of this contract for the event.

@C.9 The exercise by the terminating party of the option to terminate is agreed by the parties toconstitute the exercise of a contractual option and not a default.

@C.: In no event may #roup transfer or resell its rights under this Agreement to any third partyroom reseller for purposes of reselling cancelled or unused portions of the guaranteed$oom 3loc.

ARTICLE 2III

$ights of Termination for 0ause

!xcept as otherwise provided in this Agreement, neither party shall have the right toterminate their obligations under this Agreement. This Agreement is, however, subKect totermination for cause without liability to the terminating party, under any of the following

conditions5

@B.@ +orce a.eure5 The performance of this Agreement is subKect to acts of #od, governmentauthority, disaster, declared war in the nited 7tates, acts of terrorism in the meetinglocale or the location of origin of a material number of registered attendees, or othercause beyond the partiesM control, which mae it commercially impracticable, illegal orimpossible to perform as originally contracted under this Agreement. It is provided that

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this Agreement may be terminated without liability for any one or more of such reasonsby written notice from one party to the other.

Any deposits made by #roup or itMs attendees shall be refunded to the party within B=days after written notice of termination.

In the event that the parties agree that a 8orce %aKeure has occurred that would allowtermination without liability and #roup decides to hold the %eeting despite such

circumstances, the Hotel shall waive fees related to a reduced*sized %eeting +includingany room bloc attrition fees, function space rental, food and beverage attrition fees).

@B.C Construction or Renovation: &o maKor construction or renovations shall be undertaenon the Hotel during the %eeting without prior written notification to the #roup. nlyrepairs of an emergency nature and those that are considered regular maintenance shall beconducted immediately prior to or during the %eeting and shall be halted if the repairs inany way disturb meeting sessions, traffic flow or guest accommodations. If for anyreason renovation and/or construction is unavoidable, representatives of the parties willmeet and negotiate in good faith to determine if alternate arrangements can be made oradditional concessions can be provided that would allow the %eeting to go forward as

contracted. In the event that even with such meetings, the #roup in its reasonableKudgment determines that despite the alternatives offered by the Hotel this activity willmaterially disrupt or impact #roupMs meeting space or guest rooms, the Hotel shall maeevery effort to provide eQual alternative space available within the facility. If both partiesagree that eQual alternative space is not available, the #roup may cancel this Agreementwithout liability.

In such event, Hotel shall pay #roup reasonable costs incurred in relocating the event toanother hotel of eQual Quality in the same city, i.e. differential in increased room rate,differential in increased food and beverage commitment, transportation cost, increasedmeeting room rental, and reproduction of mareting materials.

@B.B Sa"et$ S$stem: Hotel will notify #roup if construction or renovation will result indisengagement of the HotelMs safety system in the areas to be used by #roup.

@B.9 Strike or (ter )abor Dispute5 The Hotel shall specify in writing any unions that areparty to a collective bargaining agreement with the Hotel, at the Hotel Address, and theresponsibilities of each such union, and the expiration date for each collective bargainingagreement. The Hotel agrees to promptly notify the #roup of any strie vote taen byemployees or a union. In the event of any labor disputes or wor stoppages actuallyoccurring or threatened by a maKority of the HotelMs employees and involving the HotelMsline level front des or food/beverage employees, the Hotel shall promptly notify #roup,

and provide #roup with information regarding the HotelMs plans for conducting businessduring the strie or wor stoppage. If the parties mutually agree after good faithnegotiations that despite the information provided by the Hotel that such labor disputemay tend to materially disrupt or interfere with the use of the facilities or Quality ofservice to be provided under this Agreement or this Addendum, #roup may terminate thecontract without liability.

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@B.: Deterioration in /ualit$5 The Hotel warrants that service, physical structure, andcosmetic appearance at the time of this Agreement shall be the same or better on theopening day of the %eeting. The Hotel shall maintain its current star-, diamond-, orother rating. 8ailure to maintain this status may be grounds for the #roup to terminatethis Agreement without liability. In the event of a change in star or diamond rating,#roup agrees to conduct a site visit of hotel to review the reasons for the change beforeexercising a right to terminate.

@B.D Cange in anagement: The Hotel agrees to notify the #roup in writing of any changeof franchise affiliation or change in management company of the Hotel or if the Hotelshall +i) be adKudicated as banrupt or insolvent by any court of competent Kurisdiction+ii) be voluntarily or involuntarily placed in reorganization under any banruptcy laws+iii) mae an assignment for the benefit of creditors +iv) consent to the appointment of areceiver, liQuidator or trustee for itself or for a maKor part of its assets +v) file anypleading, petition or other instrument in any court whatsoever seeing to tae advantageof any banruptcy or insolvency act or +vi) file in any proceeding whatsoever anyinstrument in which it shall in substance or effect admit its inability to pay its debts asthey mature. The #roup shall have the right to terminate this Agreement without liabilityunder these circumstances if the #roup believes that the services and appearance of the

Hotel may be affected adversely by such a change in ownership or management orpossible banruptcy.

If #roup decides not to terminate this Agreement, Hotel shall provide #roup with a letterstating that all concessions set forth in this Agreement will be honored withoutsubstitution. If #roupMs mareting material or handouts have to be altered due to thechange, Hotel agrees to reimburse #roup for reproduction costs.

Add the following clause when you are contracting with multiple properties, i.e. hotels

and#or convention centers.

@B. Contingenc$5 #roupMs performance under this Agreement shall be contingent on theavailability of the R&A%! 8 1$1!$T(+7)Sfor the period covered by this Agreement.If, for any reason beyond the control of the #roup, the R&A%! 81$1!$T(+7)S isnot availableor the material aspects of the facilities no longer meet #roupMs needs, thisAgreement may be terminated by written notice from #roup without liability. 8orpurposes of this paragraph, aspects of the facilities- refers to size, access and otherphysical features, but does include design, dVcor or pricing of the facility.

ARTICLE 2IV

Indemnification and Insurance

@9.@ The Hotel shall indemnify, defend and hold harmless #roup, its officers, directors,employees, volunteers and agents, from any and all claims, actions, causes of action,demands or liabilities of whatsoever ind and nature including Kudgments, interest,attorneysM fees, and all other costs, fees, expenses and charges that #roup, its officers,directors, employees, volunteers and agents, may incur arising out of the negligence, ofthe Hotel, its officers, directors, employees, agents, contractors, or any other person ororganization hired by the Hotel. The terms of this provision shall survive the terminationor expiration of this Agreement.

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#roup shall indemnify, defend and hold harmless the Hotel, its officers, directors,employees and agents, from any and all claims, actions, causes of action, demands orliabilities of whatsoever ind and nature including Kudgments, interest, attorneysM fees,and all other costs, fees, expenses and charges which the Hotel, its officers, directors,employees, and agents, may incur arising out of the negligence of #roup, its officers,directors, employees, or agents. The terms of this provision shall survive the terminationor expiration of this Agreement.

@9.C The Hotel and the #roup each agree to carry a minimum of ne %illion 4ollars+L@,===,===.==) in liability and other insurance protecting itself against any claimsarising from any activities conducted in the Hotel during the %eeting.

@9.B The Hotel agrees to carry a minimum of ne %illion 4ollars +L@,===,===.==) in liQuorliability insurance and represents and warrants that all of its employees and agentsperforming services under this Agreement shall at all times comply with federal, state andlocal laws pertaining to the sale, service or furnishing of alcoholic beverages.

ARTICLE 2Vbligations of the Hotel

@:.@ /uiet En.o$ment: It is agreed that the demeanor of this %eeting is Quiet andconversational. "oud noises from adKoining or adKacent rooms are not acceptable and theHotel assumes the responsibility to tae reasonable steps to ensure that the %eeting willnot be disturbed by other guests or meetings. nless identified specifically in the Hotelplans +E.hibit C) or in this Agreement, contracted meeting room spaces have no sightobstructions, and have suitable lighting and sight lines for audiovisual presentations.

@:.C The Hotel shall be tae reasonable steps to ensure that #roupMs use of all function space

is free from outside distractions, disturbances and interruptions. ;alls shall besoundproof, but if they are not, the Hotel shall avoid assigning to any function room+s)adKacent to or across from #roupMs function rooms any group that may generate noisesufficient to detract from #roupMs functions. If necessary, the Hotel shall leave an emptyroom between #roup and such other group as a buffer to eliminate the ris ofdisturbance.

@:.B The Hotel represents and warrants that there will be no overlapping meetings,conventions, special events, or other attractions planned to be held in the Hotel during the%eeting that could affect the ordinary use of the meeting rooms or other facilities to beused by the #roup and its attendees.

@:.9 Compliance #it Applicable )a#s5 3oth parties represent that they shall comply duringthe terms of the meeting period with all federal, state and local fire, safety and buildingcodes, including any rules, regulations or reQuests of the 4epartment of Homeland7ecurity. The Hotel shall provide a copy of the most recent fire inspection and healthdepartment inspection reports upon reQuest by #roup. Hotel has in place acomprehensive emergency and crisis management plan which addresses how to preparefor and react to events such as fires, communicable disease outbreas, terrorist incidents,natural disasters and other extraordinary situations. This plan is based in large partupon

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7tarwood Hotels 2 $esorts ;orldwide, Inc.Ms proprietary corporate*level plan, whichwas prepared with the assistance of outside consultants, and is regularly reviewed andadapted to address this HotelMs particular circumstances. 4'0TI'NAL5 #roup mayview the table of contents of the HotelMs Rcomprehensive emergency and crisismanagement Splan at the Hotel premises, but may not copy or eep any part of the plan inorder to protect the HotelMs proprietary information.

@:.: Hotel does not provide security in the meeting and function space and all personal

property left in the meeting or function space is at the sole ris of the owner. #roupagrees to advise its attendees that they are responsible for safeeeping of their personalproperty. #roup may elect to retain security personnel to safeguard personal property inthe meeting and function space. In addition, depending upon the nature of the %eeting,Hotel reserves the right based on its reasonable Kudgment to reQuire #roup to retainsecurity personnel in order to safeguard guests or property in Hotel. Any suchdetermination by the Hotel reQuiring #roup to retain security personnel must becommunicated to the #roup at the date of this Agreement or Rone yearS prior to the first%eeting 4ate, whichever occurs later. Any security personnel retained by #roup must beat its own expense and from a licensed security company that meets the minimumstandards established by Hotel, including insurance and indemnification reQuirements,

and at all times remains subKect to HotelMs advance approval. 7ecurity personnel are notauthorized to carry firearms without advance Hotel approval.

@:.D Americans #it Disabilities Act Compliance: The Hotel shall be responsible forcomplying with the public accommodations reQuirements of the Americans with4isabilities Act +A4A-) not otherwise allocated to the #roup in this Agreement,including5 +i) the readily achievable- removal of physical barriers to access to themeeting rooms +sleeping rooms, and common areas +e.g., restaurants, restrooms, andpublic telephones) +ii) the provision of auxiliary aids and services where necessary toensure that no disabled individual is treated differently by the Hotel than other individuals+e.g., 3raille room service menus or reader) and +iii) the modification of the HotelMs

policies, practices and procedures applicable to all guests and/or #roup as necessary toprovide goods and services to disabled individuals +e.g., emergency procedures andpolicy of holding accessible rooms for hearing and mobility impaired open for disableduntil all remaining rooms are occupied).

+a) 0ompliance by the #roup5 The #roup shall be responsible for complying withthe following public accommodations reQuirements of A4A5 +i) the readily achievable-removal of physical barriers within the meeting rooms utilized by the #roup which the#roup would otherwise create +e.g., set*up of exhibits in an accessible manner andmeeting room set up) and not controlled or mandated by the Hotel +ii) the provision ofauxiliary aids and services where necessary to ensure effective communication of the

#roupMs program to disabled participants +e.g., 3raille or enlarged print handouts,interpreter or simultaneous videotext display) and +iii) the modification of the #roupMspolicies, practices and procedures applicable to participants as reQuired to enable disabledindividuals to participate eQually in the %eeting.

+b) %utual 0ooperation in Identifying 7pecial &eeds5 The #roup shall attempt toidentify in advance any special needs of disabled registrants, faculty and guests reQuiringaccommodation by the Hotel, and will notify the Hotel of such needs for accommodation

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as soon as they are identified by the #roup. ;henever possible, the #roup shall copy theHotel on correspondence with attendees who indicate special needs as covered by A4A..

If the meeting is held outside of the 2.. please use the following clause in lieu of ;?.:'

The Hotel will comply with all applicable governmental laws, rules and regulations thatgovern its performance under this Agreement, including applicable laws regardingpersons with disabilities. Hotel agrees to hold harmless, indemnify and defend I!!! in

the event that any legal action, claim, demand suit or proceeding is filed against I!!!alleging that the Hotel facilities or services provided by Hotel failed to comply withapplicable governmental laws, rules and regulations. The #roup shall attempt to identifyin advance any special needs of disabled registrants, faculty and guests reQuiringaccommodation by the Hotel, and will notify the Hotel of such needs for accommodationas soon as they are identified by the #roup. ;henever possible, the #roup shall copy theHotel on correspondence with attendees who indicate special needs.

ARTICLE 2VI

0laims And 4isputes/Arbitration

@D.@ In the event of any controversy or claim arising out of or relating to this Agreement, orthe breach, termination or validity of it, the parties shall first attempt to resolve the matterover a period of at least B= days before resorting to arbitration as described in [email protected] except that eQuitable remedies may be sought immediately.

@D.C Any controversy or claim arising out of or relating to this Agreement, or the breachthereof, shall be settled by arbitration administered by the American ArbitrationAssociation under its 0ommercial Arbitration $ules, and Kudgment on the award renderedby the arbitrator+s) may be entered in any court having Kurisdiction thereof. Theprevailing party in any arbitration or legal proceeding will be entitled to an award of itsreasonable attorney fees.

@D.B The law of the state in which the Hotel is located shall be the governing law, without regard to such KurisdictionMs conflict of law principles.

If holding a meeting outside of 0orth America, use the following instead of ;:.@ '

&e parties agree tat all !isputes arising out o" or in connection #it tis Agreementsall be "inall$ settle! un!er te Rules o" Arbitration o" te ,nternational Camber o"

Commerce0 governe! b$ 1e# 2ork State la# b$ one or more arbitrators appointe! in

accor!ance #it te sai! Rules% All plea!ings #ill be in Englis an! te arbitrator #illbe a!mitte! to practice la# in at least one o" te States in te Unite! States &e

prevailing part$ in an$ arbitration or legal procee!ing #ill be entitle! to an a#ar! o" itsreasonable attorne$ "ees

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ARTICLE 2VII

1olicies

@.@ &on 4iscrimination5 I!!! is committed to the principle that all persons shall have eQualaccess to programs, facilities, services, and employment without regard to personalcharacteristics not related to ability, performance, or Qualifications as determined byI!!! policy and/or applicable laws

@.C I!!! prohibits discrimination, harassment or bullying against any person because of age,ancestry, color, disability or handicap, national origin, race, religion, gender, sexual oraffectional orientation, gender identity, appearance, matriculation, political affiliation,marital status, veteran status or any other characteristic protected by law. I!!! expectsthat its suppliers shall maintain an environment free of discrimination, includingharassment, bullying, or retaliation when and where ever those individuals are conductingI!!! business or participating in I!!! events or activities.

ARTICLE 2VIII7ignature

@>.@. Entire Agreement5 This Agreement and any !xhibits hereto contain the entire agreementbetween the parties and supersede all prior and contemporaneous agreements, arrangements,negotiations and understandings between the parties relating to the subKect matter hereof.There are no other understandings, statements, or promises of inducement, oral or otherwise,contrary to the terms of this Agreement. !xhibits to the Agreement are an integral part ofthis Agreement and will be deemed incorporated into this Agreement.

@>.C 3aiver5 The waiver by either party of a breach by the other of any provision of thisAgreement shall in no way be construed as a waiver of any succeeding breach of suchprovision or a waiver of the provision itself. &o waiver of any provision of this Agreement,whether by conduct or otherwise, in any one or more instance, shall constitute a waiver ofany other provision, nor shall such waiver constitute a continuing waiver, and no waivershall be binding unless executed in writing.

@>.B Proper Execution: This Agreement is not valid until executed by authorized individuals of both

the Hotel and #roup. The undersigned agree and warrant that they are authorized to signand enter into this Agreement on behalf of the party for which they sign.

@>.9 Assignment * This Agreement may not be assigned or transferred to a third party by eitherparty without the written consent of the other party.

@>.:. Scanne! or +acsimile Copies5 If either party uses a scanned or facsimile transmittal, thatcopy shall be deemed to be an original.

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+*6 1otice5 Any communication reQuired or desired to be given under this Agreement mustbe written and +i) delivered personally, +ii) sent via overnight delivery service +e.g.8ed!' or 17), or +iii)or sent via facsimile or email, addressed to the party at the addressset forth in the beginning of this Agreement. !ither party may change its address, forpurposes of this Agreement, by sending notice to the other party according to thisparagraph.

@>. Autori4e! Representatives5 All references herein to the #roup include specifically

authorized representatives. In addition to the person+s) named with respect to I!!! onpage @. The #roup will provide a list to the Hotel of those persons authorized to act ontheir behalf. The Hotel should not accept instructions from any other persons.

@>.> 'ea!ings5 Article and 7ection headings contained in this Agreement are inserted forconvenience of reference only and shall not be deemed to be part of this Agreement forany purpose or in any way define or affect the meaning, construction or scope of any ofthe provisions hereof.

@>.E ,nvali!it$5 If any provision of this Agreement is declared by a court of competentKurisdiction to be invalid, void or unenforceable, the remainder of this Agreement shall

continue in full force and effect.

@>.@= Con"i!entialit$5 The content of this Agreement may not be disclosed to any party notpreviouslyauthorized to discuss these contents by I!!! and the Hotel, unless reQuired by law.

IN %ITNESS %HERE'7, the 1arties hereto have executed this Agreement as of the day firstabove written.

The Institute of !lectrical and !lectronics "egal &ame of Hotel

!ngineers, Incorporated

NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNI!!! Authorized 7ignature Authorized 7ignature

NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN&ame &ame

NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNTitle Title

!xhibitsA. 8ood and 3everage 1rice "ist3. 7chedule of !vents0. %eeting $oom 8loor 1lans

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E.hibit A

8ood and 3everage 1rice "ist

E.hibit 1

7chedule of !vents+Include specific name of meeting rooms)

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E.hibit C

%eeting $oom 8loor 1lans

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Starwood Standard Hotel Contract

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