These Additional Terms and Conditions and the Hilton Worldwide – ASME Quick Confirmation Agreement, each hereby made a part hereof (collectively, the “Agreement”) is entered into by and between the Hotel and the ASME as such terms are defined in the Hilton Worldwide – ASME Quick Confirmation Agreement.  All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Hilton Worldwide – ASME Quick Confirmation Agreement. For the entire term of ASME’s use and occupancy of the Hotel premises during the Event, the parties will comply with all of their respective requirements set forth herein.

  1. BANQUET FUNCTIONS: For your organized food and beverage functions, the following will apply
    • Overtime: You agree to begin your Event promptly at the scheduled start time and to have your guests, invitees and other persons vacate the designated function space at the agreed upon end time.  You must reimburse us for any overtime wage payments or other expenses incurred by us because of your failure to comply with these requirements.
    • Price Increases: There may be increases in prices due to unforeseen changes in market conditions at the time of your Event.  We will communicate these increases to you in advance.   We will require written confirmation that you agree to pay these increased prices, or at our option we may make reasonable substitutions in menus and you agree to accept such substitutions.
    • Set Up Charges: Should extensive meeting room set-ups or elaborate staging be required, there will be a set-up charge to cover Hotel costs and additional labor.  If equipment is necessary that exceeds Hotel’s inventory, then you agree to pay for the cost of renting this additional equipment.
    • Additional Spend:  You agree to pay the Hotel for any food, beverages and other services not expressly set out in the Express Agreement and any appendix but made available on your request during the Event. On or before the arrival date, you will confirm to us in writing the names of those persons who you have authorized to sanction additional spend at the Event over and above the contracted amounts. All our records for additional spend (meeting room rental, audio/visual equipment, flipcharts, F&B functions and other incidentals) will be presented to one of your authorized signatories to be checked and signed on a daily basis.
    • Additional ChargesIn addition to the customary charges associated with your Event (for example, sleeping room rates, meeting room rental, banquet charges, audio-visual, etc.), the Hotel may offer other services for which there may be fees either to the ASME or the individual attendee (as applicable) such as Package Handling, Business Center, Sign Making, Banner Hanging, Telephone Rental, Private Locks, Electrical Power, Labor for Audio-Visual & Electrical Requirements, Athletic Club, Parking, Luggage Storage.   Prior to your Event, you may request that we disclose to you those potential additional charges that are in effect at the time of your Event.
    • Outside Food and Beverage: Due to applicable law, you may not bring alcoholic beverages into the Hotel for your Event.  You must obtain our prior approval before you bring any food or non-alcoholic beverages from outside sources into our Hotel.  Service fees will apply to any outside food or beverage served in our function space, regardless whether Hotel labor is required. 
    • Displays and Decorations; Your Property:  You may, at your option, purchase insurance to cover your personal property, including decorations, special objects and other property. To the fullest extent permitted by law, we are not responsible for any loss or damage to property belonging to you or your attendees and do not maintain insurance covering it.  All displays and/or decorations will be subject to our prior written approval and we reserve the right to contract and charge you for Hotel staff to provide the labor for any installations or removals of such. Hotel can advise you of such potential charges upon request.
    • Outside Contractors:  Should you elect to utilize outside contractors on Hotel premises during your Event, you must notify us at least 10 days in advance of your Event.  We may require that your outside contractors sign a hold harmless, indemnification and insurance agreement in the form currently in use at the Hotel for similar outside contractors, and provide proof of insurance in amounts acceptable to us (amounts and types of insurance to be determined in our sole discretion based on the type of services the outside contractor will be providing) before the outside contractor will be allowed to provide services on our Hotel premises.  In some instances, Hotel may be required, pursuant to obligations imposed on Hotel by labor unions or collective bargaining agreements, to utilize Hotel labor to provide certain services, and you agree to pay the fees and/or charges associated with these services.
    • Conduct of Event: To the fullest extent permitted by law, you assume full responsibility for any damage done to our premises during your Event, to the extent such damage was caused by you, your employees, guests, agents, and contractors and any damage done resulting from the installation, placement, and removal of your displays, equipment, exhibits, or other items. For purposes of clarity, ASME shall not be responsible for damage to guest sleeping rooms or public spaces of the Hotel not occupied by ASME; in those instances, Hotel shall seek payment for damage from the responsible guest(s).  You also agree that your Event will not create any unreasonable disturbance to other guests or meetings, such as excessive noise, smoke or fog machines, dry ice, confetti cannons, candles, incense, or any activity that generates offensive smells. Hotel reserves the right to end your Event immediately if you do not comply with Hotel’s request to reduce or eliminate any such disturbance, in which case you will remain responsible for payment of all charges related to your Event and no refunds will be issued by Hotel.
    • Fire Safety: For the safety of persons and property, no fireworks or incendiary devices may be used indoors at the Hotel. All room sets must be in compliance with the local Fire Department regulations, including those pertaining to occupancy load, mandatory aisles, ceiling clearance and fire exits.  Any Event that has vehicle displays, fog machines, fueled cooking demonstrations, lasers, exhibits (including tabletop) or extensive productions with staging and props, must have a certified permit from the local Fire Marshall.  All associated fees for permits, floor plan approval and stand-by fire watch are your responsibility and final approved copies of all such permits must be provided to us at least three (3) days prior to your Event. Should you require any rigging services for this Event, all such services must be arranged through the in-house audio-visual provider or the Hotel and you will be responsible for all costs associated therewith.
    • Security: If required, in our sole judgment, in order to maintain adequate security measures in light of the size and/or nature of your Event, you will provide, at your expense, security personnel supplied by a reputable licensed guard or security agency doing business in the city or county in which we are located, which agency will be subject to our prior approval.  Such security personnel may not carry weapons.
  2. GUEST RESERVATION INFORMATION: If you request that Hotel provide you and/or your representative(s) with access to guest reservation information pertaining to guests who have reserved rooms at the Hotel as part of the Room Block (each, an “Attendee”) established pursuant to this Agreement, then you certify that you have already obtained, or will obtain, consent from each of your Attendees for the Hotel or Hilton Worldwide, Inc. to provide to you and/or your representative(s) such Attendee’s reservation information, and you further agree to reimburse Hotel and Hilton Worldwide, Inc. for any costs, damages, fees or expenses of any kind arising from any claim(s) by an Attendee relating to the Hotel’s or Hilton Worldwide, Inc.’s disclosure of any Attendee’s reservation information.
  3. DISCLOSURE OF THIRD PARTY PAYMENTS: If we agree to pay a commission, rebate, subsidy, housing fee and/or Event Planner Bonus (collectively, a “Third Party Payment”) in connection with your Event, then you (and your Meeting Planner if the Meeting Planner is signing the Agreement on your behalf) agree to take full responsibility for determining whether further disclosure of the Third Party Payment is required and for making such disclosure if it is required, and you (and your Meeting Planner if the Meeting Planner is signing the Agreement on your behalf) further agree to reimburse us for any fees, costs, liabilities or expenses that we incur should any person claim that disclosure was insufficient.
  4. EVENT PLANNER BONUS ACKNOWLEDGEMENT FORM: If we agree to pay an Event Planner Bonus in connection with your Event, then before the Event Planner Bonus can be issued, an acknowledgment form signed by an authorized representative of the Event Planner’s employer must be submitted to us, with such form merely confirming that the employer is aware of the courtesy being provided to the Event Planner, and that the issuance of the courtesy does not violate the employer’s policies as of the date of issuance of the Event Planner Bonus. We can provide an acknowledgement form acceptable to us.
  5. DISCLAIMER OF LIABILITY: To the fullest extent permitted by law, ASME agrees that in no event will Hotel, Hotel’s Owner or Hilton Worldwide, Inc. be liable for (1) any services or products provided, or to be provided, to ASME by any third party supplier or contractor (including, but not limited to, companies that provide meeting registration or management services, florists, decorators, musicians, etc.), or (2) any liability arising out of any agreement between ASME and any such third party supplier or contractor that ASME hires or retains to provide services to ASME’s Event. For the avoidance of doubt, this disclaimer applies even if such third party supplier or contractor (1) was recommended by Hotel to ASME, (2) was as a preferred supplier / vendor of the Hotel, and/or (3) pays Hotel commissions or provides Hotel with other incentives based on their services paid for by ASME.
  6. COMPLIANCE WITH LAWS: Hotel represents that as a place of public accommodation, it is responsible for ensuring compliance with all laws and regulations applicable to it, including but not limited to the Americans with Disabilities Act.Hotel represents that it contains accessibility features for individuals with disabilities and, where needed, the Hotel will provide equivalent facilitation, auxiliary aids and services, and reasonable modifications to policies and procedures to ensure that its guests have equivalent access to its goods, services, and accommodations.  Except as required by applicable laws, ASME agrees that it will be responsible for the procurement and payment of all charges for auxiliary aids and services required by ASME’s event or program attendees in the meeting or function space that ASME has reserved.  Hotel will, upon request, furnish ASME with the names of businesses ASME can contact to obtain these aids.  ASME agrees that one week in advance of the event, ASME will furnish to Hotel a list of any auxiliary aids and/or services that ASME will be providing for its attendees in the meeting or function space that ASME has reserved.  ASME also agrees to be responsible for compliance with the Americans with Disabilities Act in the set up and conduct of meetings for the ASME event.
  7. PROMOTIONAL CONSIDERATIONS: We have the right to review and approve any advertisements or promotional materials in connection with your Event that specifically reference the name of the Hotel or a name or logo owned by a subsidiary of Hilton Worldwide, Inc., including (but not limited to): Hilton, Hilton Hotels & Resorts, Conrad Hotels & Resorts, Waldorf Astoria Hotels & Resorts, Embassy Suites, DoubleTree by Hilton, Hilton Garden Inn, Hampton Inn, Hampton Inn & Suites, Home2 Suites by Hilton, Homewood Suites by Hilton, and Hilton Grand Vacations.
  8. SUCCESSORS AND ASSIGNS: The commitments made by each party will be binding on their respective successors and assigns.  In the event that ASME assigns, sells, conveys, pledges or otherwise disposes of all or substantially all of its assets (collectively referred to as “assignment”), by operation of law or otherwise, this agreement and the obligations herein must also be assigned to and assumed by the successor organization, subject to approval by Hotel.  In the event such an assignment is contemplated, ASME agrees to notify Hotel at least thirty days in advance of the planned close of the assignment transaction of the entities involved.  Hotel will thereafter have 20 days in which to notify ASME if assignment is approved.
  9. SEVERABILITY; NON-WAIVER: Any provision in this Agreement that is held to be illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law..
  10. AMENDMENTS/CHANGES: Any amendments or changes to the arrangements described in this Agreement must be made in writing, signed by both you and us; provided, however, that this Agreement includes all signed or unsigned Event Orders (and the terms and conditions contained therein and attached thereto) issued by us for this and related functions/events and that your final guarantee of attendance may be made by phone. For purposes of this Agreement and any amendment or modification thereto, or for any other notice or communication between the parties, signatures sent or received by email with a scanned document with signature attached or by facsimile transmission will be considered as enforceable and valid as an original signature by the party signing.  The effective date of communications between the parties will be determined as follows: (i) communications sent via U.S. Mail or private mail delivery service (i.e. Fed Ex) or email will be effective as of the date sent; and (ii) Communications sent via facsimile will be considered effective as of the date and time on the facsimile confirmation sheet retained by the sender. For the avoidance of doubt, emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes of this Agreement.
  11. UNAVAILABILITY OF GUESTROOMS: The parties agree that on occasions due to unanticipated circumstances, the Hotel may not have rooms available for all guests who wish to check in on a particular night. While Hotel will use reasonable efforts to avoid such situation impacting ASME, in the event any member of your ASME room block with a confirmed reservation cannot be accommodated by the Hotel, the Hotel will provide the following:
    • i) Accommodations at a comparable hotel as close as possible and at no charge to the guest for each night the guest is displaced from the Hotel.
    • ii) One complimentary round trip ground transportation between Hotel and the alternate hotel for each day the guest is displaced. For purposes of the foregoing, Hotel in its sole discretion will select and arrange for the appropriate type of transportation vehicle (Hotel shuttle, taxi. etc.).
    • iii) The Hotel will make necessary arrangements for the displaced guest’s telephone messages and mail to ensure that they are properly forwarded.
    • iv) ASME will receive credit for any guests displaced toward its pick up for purposes of this Agreement.
    • v) Offer to relocate displaced attendee back to the first available room. Attendee will be charged at the Room Rate eve if attendee is relocated back to a higher level room category than outlined in the Room Block.  If a room becomes available at the Hotel for the displaced guest and the guest elects not to return to the Hotel, the Hotel will have no further obligations under this clause.
    • vi) When a room becomes available at the Hotel and the displaced guest returns, the Hotel will provide upgraded accommodations if available and provide the guest with a welcome letter from the General Manager.
    • vii) One (1) complimentary welcome amenity per displaced attendee of the Hotel’s choice.
    • viii) ASME, together with Hotel, shall determine which attendees are to be relocated, and it will be the Hotel’s responsibility to immediately provide ASME with the names of all attendees so relocated.  In addition, the Hotel shall be responsible for providing each relocated individual with the appropriate name, address, and phone number of the substitute facility.
    • ix) For any attendees relocated, the room nights will be credited to the Room Block pursuant to the Sleeping Room Performance Policy clause of this Agreement and included in the count for complimentary room credits pursuant to the Complimentary Room clause of this Agreement.
  12. CONSTRUCTION: Hotel shall notify ASME, as far in advance as possible, of any construction or remodeling to be performed in the Hotel over the meeting dates and Hotel shall use all commercially reasonable efforts to insure that any such occurrence shall not materially interfere in any way with ASME’s use of the Hotel. If after this Agreement is signed, Hotel confirms any plans to remodel or renovate its facilities, Hotel agrees to inform ASME in writing within a reasonable amount of time of the following:
    • Planned scope of project;
    • Schedule for commencement and completion;
    • Anticipated impact project will have on areas to be utilized by ASME; and
    • Hotel‘s plan for minimizing impact of project on ASME.

    Should construction or remodeling be reasonably determined by ASME to materially interfere with ASME’s meeting, the parties will agree to negotiate in good faith to resolve any concerns raised as a result of renovations or remodeling and to enter into such amendments of this Agreement as may be necessary to reasonably accommodate both parties’ interests.  Hotel’s plan to remodel or renovate will not constitute grounds for termination of this Agreement unless mutually agreed upon by both parties.

  13. MINIMIZE NOISE AND DISTURBANCE: The Facility/Vendor shall be responsible for ensuring that ASME’s use of all function space is free from unreasonable noise, distractions, disturbances and interruptions within the reasonable control of the Facility/Vendor. In the event ASME’s use of any function space is so disturbed despite these efforts, the Facility/Vendor agrees to make every reasonable effort to eliminate the noise or disturbance immediately upon notification by the ASME meeting planner.
  14. IMPOSSIBILITY: The parties’ performance under this Agreement is subject to acts of God, declared war in the United States, governmental authority, terrorist attacks in the city in which Hotel is located,  disaster, civil disorder within a 20 mile radius of Hotel, curtailment of transportation facilities either in the conference city or in the countries/states of origin of the attendees that prevents at least 40% of the attendees from arriving for the first peak night of the event, or any other emergency beyond the parties’ control, making it commercially impracticable, illegal or impossible for a party to perform its obligations under this Agreement.  Either party may terminate this Agreement for any one or more of such reasons upon such notice to the other party as is reasonable under the circumstances upon providing written notice to the other party within ten (10) days of the occurrence.
  15. INDEMNIFICATION: Obligation of Hotel – Facility/ Vendor shall indemnify, defend and hold harmless the ASME and its officers, directors, employees and agents (the “ASME Indemnified Parties”) and each of them from any and all claims, actions, causes of action, demands, liabilities of whatsoever kind and nature including judgments, interest, attorney’s fees, and all other costs, fees, expenses and charges which ASME, its officers, directors, employees, agents and each of them, may incur arising out of the negligence, gross negligence or willful or wanton misconduct of Hotel, its officers, directors, employees or agents or the failure by any of them to comply with any applicable law or the terms of this Agreement. Nothing in this indemnification shall require Hotel to indemnify any of the ASME Indemnified Parties for that portion of any claim arising out of the negligence, gross negligence or intentional misconduct of the ASME Indemnified Parties.Obligation by the ASME – ASME shall indemnify, defend and hold harmless Hotel and Hilton Worldwide, Inc., and each of their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hotel Indemnified Parties”) and each of them from any and all claims, actions, causes of action, demands, liabilities of whatsoever kind and nature including judgments, interest, attorney’s fees, and all other costs, fees, expenses and charges which Hotel, its officers, directors, employees, agents and each of them, may incur arising out of the gross negligence or willful or wanton misconduct of the ASME, its officers, directors, employees or agents or a violation or breach of any of the terms and conditions of this Agreement by ASME or any related act or failure to act by ASME including but not limited to the obligation of compliance with applicable laws or regulations.

    The party found to be at fault or responsible for any claim will be required to indemnify the other party as provided in this section.  To the fullest extent permitted by law, the parties agree that a comparative negligence standard will apply to any claims and each party will be responsible for paying for the portion of the total claims attributable to its fault.  In the event of a settlement of any claim, expenses will be allocated proportionately based upon the amount paid by each party.

    This section 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 a party may have with respect to any claim. This section shall survive any termination or expiration of this Agreement.

  16. INSURANCE: You agree to maintain insurance reasonably commensurate with all activities arising from or connected with your Event, including, but not limited to, general liability insurance, with limits not less than $2,000,000 per occurrence, covering personal injury, property damage, and other liability arising from your Event, and you agree to add Hotel and Hilton Worldwide, Inc. as additional insureds under all applicable policies for your Event. With respect to any claims or other liability for which you are responsible, your insurance will apply as primary to any insurance maintained by the Hotel Indemnified Parties. Hotel agrees to maintain general liability insurance with limits not less than $5,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability. Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton Worldwide’s general liability insurance program, proof of such insurance coverage is satisfied by a Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291. The Hotel can confirm whether they participate.Hotel agrees to maintain general liability insurance with limits not less than $5,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability, as well as Workers Compensation insurance per applicable laws and Employers Liability insurance. Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton Worldwide’s general liability insurance program, proof of such insurance coverage is satisfied by a Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291. The Hotel can confirm whether they participate.
  17. GOVERNING LAW: The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws.
  18. DISPUTE RESOLUTION/ATTORNEY FEES: The parties agree that subject to the exclusion of intellectual property matters as set forth below, any dispute in any way arising out of or relating to this Agreement will be resolved by arbitration before JAMS or American Arbitration Association in the state and city in which Hotel is located, or the closest available location; provided, however, a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, false advertising, false representation, unfair competition and/or infringement of intellectual property rights shall not be subject to this provision. The parties further agree that in any arbitration proceeding they may conduct reasonable discovery pursuant to the arbitration rules, that the law of the state in which Hotel is located will be the governing law, and any arbitration award will be enforceable in state or federal court. The parties agree that in the event that any dispute arises in any way relating to or arising out of this Agreement, or in the event that the Hotel must institute legal action to collect any amounts due, the prevailing party in any arbitration or court proceeding will be entitled to recover an award of its reasonable attorney’s and expert witness fees, costs and pre and post judgment interest at the highest available legal rate.FOR ASME EVENTS HELD IN HAWAII, THE FOLLOWING CLAUSE APPLIES IN PLACE OF THE CLAUSE ABOVE: The parties will resolve any controversy, claim or dispute of any kind or description arising out of or relating to this Agreement through binding arbitration before one arbitrator in Hawaii in the city in which Hotel is located conducted in accordance with the rules of the Dispute Preventions & Resolution, Inc., then in effect provided, however, a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, false advertising, false representation, unfair competition and/or infringement of intellectual property rights shall not be subject to this provision.. The parties further agree that the Award of the Arbitrator is binding upon the parties and that judgment on the Award rendered by the Arbitrator may be entered in any court of competent jurisdiction. In the event of arbitration or litigation arising from or associated with this Agreement or the enforcement of any arbitration award, the parties agree that the prevailing party therein shall recover its attorneys’ and expert witness fees and costs incurred therein, and pre and post judgment interest and that the provisions of HRS §607-14 or any other provision to the contrary shall not govern.

Last Revised September 23, 2013