Association for Computing Machinery, Inc. and ACM / SIG Agreement is entered into this 28th day of June, 2005, by the Association for Computing Machinery Inc., a not-for profit-corporation ("Association"), and the Adam’s Mark Hotel (“Hotel”), 1550 Court Place, Denver, CO, 80202, concerning the ACM / SIG Association for Computing Machinery PODC Meeting 2006 Conference to be held July 22, 2006 through July 27, 2006.
Association engages Hotel for its conference, and Hotel accepts such engagement subject to the terms and conditions of this Agreement. Association for Computing Machinery hereinafter will be acknowledged as ACM.
The announced Conference Dates of the Association's conference are from July 23, 2006 through July 26, 2006. In addition, to accommodate early arrivals and departures of attendees, Hotel shall provide guest rooms at conference rates for the period from three days prior to group arrival, through three days post group departure, based onavailability. This is known as the Conference Period.
Association estimates that the attendees at the Association for Computing Machinery PODC Meeting 2006 Conference shall require and the Hotel shall provide the following number of sleeping rooms:
Total room nights: 250 We are pleased to confirm the following:
Deluxe Room 1 Bed
Executive Suite with 2 Queens
Plaza Deluxe Suite
King Bed of Suite
Queen Bed of Suite
Executive Suite with King
All cancellations prior to the cutoff date will revert back to the Association's room block for resale to Association for Computing Machinery PODC Meeting 2006 attendees.
Check-in time is 3:00 p.m.
Check-out time is 12:00 p.m.
Guests are permitted to check-in earlier on a request basis through the Front Office Manager, and will be honored according to anticipated occupancy for that day. Complimentary checkroom facilities will be available for early arrivals and late checkouts.
The Hotel will credit ACM, for the purposes of determining room block performance, all room nights generated by exhibitor, sponsor, affiliate and all other attendees and/or sub-blocks related to the Association for Computing Machinery PODC Meeting 2006 Conference that are identified as booking outside of the official conference block. Hotel will credit ACM for all events and hospitality suites hosted by exhibitors, sponsors, affiliates, and all other groups related to the Association for Computing Machinery PODC Meeting 2006 Conference for the purposes of determining food and beverage performance. ACM will provide the Hotel with a list of confirmed exhibitors, affiliates, attendees and sponsors.
The Hotel will honor the group rate for reservations in excess of the room block, based on availability.
Each individual is responsible for their own room, tax and incidental charges upon departure. The Hotel accepts the following methods of payment: cash, credit cards such as Visa, MasterCard, American Express, Carte Blanche and Diner's Club.
Staff and Committee, Student Rates
5 room(s) at the Adam’s Mark Hotel for Staff and Committee, as appointed by ACM, shall be made available at 20% off the confirmed group rates, for arrival on July 22, 2006 and departure on July 27, 2006.
1 per 50
One complimentary Executive suite for arrival on July 22, 2006 and departure on July 27, 2006, over and above complimentary room policy
2 comp upgrades to concord club level
Executive Suite rates: 2006 rates, including parlor and one bedroom, are $250.00 per evening.
Deluxe Suite rates: 2006 rates, including parlor and one bedroom, are $400.00 per evening.
Presidential Suite rates: 2006 rates, including parlor and one bedroom, are $600.00 per evening.
There will be no other additional charges of any kind added to the confirmed group rates, excluding tax, without mutual written consent between the Hotel and Association.
All room requests require an advance deposit or credit card to guarantee the reservation. Should a guest desire to cancel their reservation, their deposit will be refunded in full if they notify the Hotel at least seventy-two (72) hours prior to scheduled arrival date. Credit cards will not be charged until actual check-in or late cancellation.
Hotel will provide pre-registration for all Conference VIP's, speakers and special guests as indicated on the rooming list. These reservations will be coordinated through the Hotel’s Convention Services Department.
Hotel agrees not to relocate any conference attendee holding a guaranteed reservation. If, after every reasonable effort is made and after all other non-Association attendees and guests are relocated, the Hotel is unable to provide a sleeping room to an attendee holding a guaranteed reservation, the Hotel shall provide to attendee the following as liquidated damages, and not as a penalty, for each night the attendee is not accommodated at the Hotel:
1. A complimentary sleeping room at a comparable nearby hotel.
Free transportation to and from the substitute hotel and the conference Hotel, as needed.
Any rooms walked will be included in the count assessing room block performance and for complimentary room credits.
The conference will publicize a thirty (30) day cutoff of June 22, 2006 on reservations; however, it is understood that an actual twenty-one (21) day cutoff, July 1, 2006 will apply.
Beginning ten (10) weeks prior to the contracted cutoff date for reservations for the Association for Computing Machinery PODC Meeting 2006 Conference, the Hotel’s sales department or reservations department must notify the Association, in writing, of actual reservations received to date. The Association will then be given the opportunity to guarantee additional rooms before any portion of the block is released. The Hotel will continue to accept reservations, at the group rate after the cutoff date, pending availability of guest rooms. Hotel will honor all early arrivals and stay-overs at the group rate as long as rooms are available.
Hotel shall provide Association with weekly group pick-up reports starting eight (8) weeks pre-conference.
Hotel shall provide the Association with daily occupancy reports during the Conference Period.
Hotel will also provide Association with a post-conference report including, but not limited to, daily actualized room pick up during Conference Period, total actualized room nights, total room revenue, total food and beverage revenue, total audio visual revenue, and total food and beverage revenue generated by exhibitors, sponsors, affiliates, and all other groups related to the Association for Computing Machinery PODC Meeting 2006 Conference. Post-conference report shall be submitted by Hotel to Association no later than seven (7) days after last guest checks out.
During the Conference, a designated Hotel representative, and associations representatives if so desired, will audit, in a secure and private manner, a listing of all guests registered at the Hotel during the Conference Period against the conference registration list in order to ensure accuracy of the conference group pick up and to ensure accurate group history. It is the Association’s responsibility to make the Hotel aware of any attendee who has gotten a room without going through the conference housing procedures. The Hotel will then add it to the Association’s room block for the purpose of determining total pick up.
All requests for suites by conference attendees during the Conference Period shall be approved by Association before confirmation and assignment by Hotel. Hotel will not allow exhibits in hotel guest rooms or suites occupied by conference attendees unless authorized in writing by Association. Hotel shall advise conference suite requesters of the restriction that no exhibits of any kind will be allowed without the written consent of Association.
If a suite is to be used for hospitality purposes, all food and beverage requirements must be purchased through the Hotel. Association cannot be held liable for enforcing this requirement.
Meeting and Function Room Requirements
This function agenda and space allocation as stipulated are considered definite. Hotel reserves the right to make reasonable substitutions in meeting/banquet rooms and menus. Hotel agrees to notify association in writing should such a substitution be made.
Association will not approve or assign space for private functions by companies who are not exhibitors, sponsors or registrants, nor will Association approve any functions scheduled during hours in conflict with the official conference program.
If Hotel needs space released during this time period, they will submit a written request to Association. The Hotel will indicate the space requested and the name of the party requesting the space. A response by Association will be requited within 2 weeks. In the event of no response, the space will be considered released for the express purpose of resale as requested. Association will release any unneeded meeting space by providing a tentative program no later than three (3) months prior to Conference Period.
All meeting rooms and function space, including space for exhibitors, sponsors, affiliates and other groups related to the Association for Computing Machinery PODC Meeting 2006 Conference, will be provided on a complimentary basis.
Hotel shall provide adequate space to handle registration of attendees for Association’s meetings held at that Hotel.
Food or Beverage Functions
Firm prices for food or beverage functions shall be established no later than nine (9) months prior to the Conference Period. In no event shall menu prices exceed more than 5% above those listed in
June 2005.The Hotel will provide a minimum 5% discount off the menu prices for any activity related to the Conference during the Conference Period and during the pre-planning meetings prior to the Conference.
Association shall provide Hotel with an estimated number of persons attending each food or beverage function at least seventy-two (72) hours in advance of the function and a guarantee of the number at least forty-eight (48) hours in advance. Hotel agrees to set and prepare for 10% over the guarantee.
Association agrees to provide a minimum of $10,740.00 in food and beverage. If Association’s total actual food and beverage revenue falls below this amount, Association agrees to pay as liquidated damages 40% (representing the approximate profit margin on F&B Revenue) of the difference between the minimum required and the actual food and beverage revenue.
The Hotel represents and warrants that all Hotel personnel who dispense or serve alcohol have undergone adequate training to prevent any incidents, which could result in claims of liability. In addition, it is the responsibility of the Hotel to provide bartenders who are trained to recognize intoxication, and to ensure that no one is over served at any function where liquor is available. Bartenders are not to serve anyone who appears to be intoxicated at any Client event or anyone under 21. The Hotel will adhere to all federal and state laws regulating the sale and service of alcoholic beverages. There will be no bartender or server fees. The Hotel agrees to carry liquor liability insurance or its equivalent, both dram shop and host liability, in an amount in excess of one million dollars per incident, including but not limited to bartender service. Notwithstanding any other provision of this agreement, the Hotel shall defend, indemnify and hold Client, its directors, officers, employees, agents, and members harmless 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 sale or service of alcoholic beverages.
Services and Equipment
The Hotel shall provide the following equipment for meetings without charge, based on hotel inventory: risers, whiteboards, tables and chairs, and liners
Association will request from the Hotel an inventory of relevant equipment two (2) months prior to Conference so additional rental needs can be determined, if necessary.
The Association shall work with Hotel and/or other Audio Visual Supplier as determined by Conference Committee and will advise in writing of any special equipment needs beyond those listed above and Hotel and/or Audio Visual Supplier shall promptly furnish in writing the cost, if any, of each item.
Hotel shall establish a separate master account for Association upon approval of credit. Only those charges specified by Association shall be charged to the master accounts. Association shall advise Hotel of the persons authorized to sign for these charges.
Individual attendees are responsible for the cost of their sleeping rooms, taxes, and all incidental charges.
All undisputed charges on the master account shall be due and payable within thirty (30) days after receipt and approval of the final bills from Hotel. Disputed items shall not be payable until resolved.
Promotional Materials and Function and Board Postings
Hotel shall provide signs concerning Association's meetings/conference as follows: Daily schedules will be posted on Hotel’s bulletin directories and complimentary easels will be placed outside individual meeting rooms, unless otherwise specified by Association. If Conference transportation is provided, signage provided by Association will be permitted in Hotel’s lobby areas.
Hotel agrees that they shall assign an adequate and responsible number of trained staff to handle their obligations under this Agreement, including but not limited to the orderly and efficient check-in and check-out of the Conference’s attendees and guests.
Hotel shall promptly notify Association of any concurrent or overlapping meetings, conventions, special events or other attractions to be held in Hotel during the Conference Period. Hotel agrees that there shall be no outside distraction that could affect the ordinary use of meeting rooms or other facilities to be used by Association and its attendees.
Construction and Remodeling
Hotel agrees not to schedule any elective or non-critical construction, renovation or remodeling to guest rooms or public space during the Conference Period. Hotel shall promptly notify Association, in writing, of any necessary construction, renovation or remodeling to be performed prior to or during the Conference Period and Hotel confirms that any such construction shall not interfere in any way with Association’s use of Hotel. Written notification shall include:
a. Planned scope of project;
b. Schedule for commencement and completion;
c. Anticipated impact project will have on areas to be utilized by Association;
d. Hotel’s plan for minimizing impact of project on Conference.
The parties agree to negotiate in good faith to resolve any concerns raised as a result of necessary construction, renovation or remodeling and to enter into such amendments of this agreement as may be necessary to reasonably accommodate both parties' interests. In the event of the Hotel’s inability to provide agreed upon services or facilities, or in the event of any construction, renovation or remodeling interference that requires termination of this Agreement as provided for in the “Termination” clause below, Hotel and Association agree to abide by the findings of an independent arbitrator to determine actual compensatory damages.
If events beyond the reasonable control of the Parties, including but not limited to, acts of God, war, strikes, government regulation or advisory, disasters, fire, earthquakes, civil disorder, terrorist attacks within the United States, or curtailment of transportation either in the Conference City or in the countries/states of origin of the attendees, which prevents at least 30% of the attendees from attending the Conference as originally scheduled, make it impracticable, illegal, inadvisable or impossible to perform as originally contracted under this Agreement, the affected party may terminate this Agreement, without liability, upon written notice.
Either party may terminate, suspend, or partially perform its obligations under this agreement without liability or further obligation by written notice to the other party if such obligations are delayed, prevented, or frustrated by any of the above events, or similar events or occurrences, to the extent such events or occurrences are beyond the reasonable control of the party whose reasonable performance is prevented, made impracticable, or partially curtailed.
The Hotel shall notify the Association, in writing within thirty (30) days of change, if there is a change in ownership or management of the Hotel prior to the Conference. The Association shall have the right to terminate this Agreement without liability upon written notice to the Hotel, provided Association notifies Hotel of such termination in writing within thirty (30) days of receipt of ownership or management change notification.
In the event that either party shall make a voluntary or involuntary assignment for the benefit of creditors or enter into bankruptcy proceedings, become insolvent or subject to foreclosure, or take any other action for the benefit of the creditors or relief of debtors prior to the Conference Period, the other party shall have the right to terminate this agreement without liability upon written notice to the other.
In addition, this Agreement may be terminated upon breach of any material term of this Agreement, provided written notice of such termination is given. The phrase “without liability” wherever used in this Agreement shall be deemed to include a monetary refund by the Hotel of all deposits and prepayments.
Room Block Reduction
The Hotel and the Association agree to work together to achieve an accurate reserved room block. The Association agrees to reserve a reasonable room block. These blocks are to be based on the conference’s history and will be reviewed upon the completion of each year’s leading up to Association for Computing Machinery PODC Meeting 2006. The Hotel agrees to work with the Association to make reductions to the room blocks if needed.
Between now and May 22, 2006 (60 days prior to your arrival date), the block may be reduced by up to 10% without liquidated damages, provided you make a written request for that reduction.
This Agreement and the guest room rates negotiated are based on ACM using and paying for 80% of the final number of guest rooms blocked which the Hotel has agreed to hold for the exclusive use of the Group (Final Number of guest rooms equals total number of guest rooms minus any or all room block reductions that may have been invoked). Should ACM not pickup at least 80% of the final number of guest rooms blocked, then ACM will pay the hotel the difference between the actual number of room nights used and 80% of the final number of guestrooms blocked at the group rate, which represents 80% of guestroom profit only. Hotel will make all reasonable efforts to re-sell rooms.
Association agrees that should it cancel the Conference or the room block at either Hotel for any reason, including changing its site to another hotel, that the Hotel will suffer damages. The closer in time to the date of the Conference that a cancellation occurs, the less likely it is that the Hotel will be able to replace any or all of the Association’s business with comparable business. Therefore, the parties agree that the Association will pay as liquidated damages to the Hotel:
A percentage of the original guest room block at the Hotel will be calculated at the group rate as follows.
75% of the “Committed Room Night and Banquet Food and Beverage Revenue Figures” plus applicable taxes and service charges. = (250X129) + 10,740 X 75% = $40,305
between 180 and 0 days prior to arrival,
90% of the “Committed Room Night and Banquet Food and Beverage Revenue Figures” plus applicable taxes and service charges. = (250X129) + 10,740 X 90% = $41,916
Hotel shall undertake all reasonable efforts to resell canceled rooms and shall credit those revenues against the liquidated damages in the amount not to exceed the full amount of such damages. Liquidated damages, if any, shall be due and payable thirty (30) days after notification of cancellation. If this meeting or one with similar requirements is rescheduled and conducted within six (6) months of the original cancellation, 50% of the cancellation fee will be applied to charges incurred during the rescheduled meeting.
In the event of a cancellation of this Agreement by the Hotel not otherwise permitted under this agreement, the Hotel agrees to reimburse the Association for all costs of moving the convention, i.e., expenses covering additional site inspections in the same city or another city. If the cancellation occurs less than thirteen (13) months prior to the convention dates, the Hotel will reimburse the Association for re-printing any promotional materials, postage and telephone costs for notifying the attendees and exhibitors. Any added costs, e.g., function space rental that the Association incurs at another hotel or facility, but would not have under the Hotel’s original contract, will also be reimbursed.
To the extent permitted by law, Association agrees to protect, indemnify, defend and hold harmless Adam’s Mark Hotel, and their respective employees and agents against all claims, losses or damages to persons or property, governmental charges or fines, and costs (including reasonable attorney's fees), arising out of or connected with the Conference, except those claims arising out of the sole negligence or willful misconduct of Adam’s Mark Hotel, and their respective employees and agents.
To the extent permitted by law, Hotel agrees to protect, indemnify, defend and hold harmless ACM and their respective employees and agents against all claims, losses or damages to persons or property, governmental charges or fines, and costs (including reasonable attorney's fees), arising out of or connected with the Conference, except those claims arising out of the sole negligence or willful misconduct of ACM and their respective employees and agents.
The Hotel and the Association shall obtain and maintain and provide evidence of insurance in amounts sufficient to provide coverage for any liabilities arising out of or resulting from the respective obligations pursuant to this agreement.
American with Disabilities Act
Adam’s Mark Hotel and Association for Computing Machinery acknowledges that beginning on January 1, 1992, and continuing thereafter in accordance with the compliance dates established or required under Title III of the Americans With Disabilities Act and the regulations promulgated thereunder ("ADA"), Adam’s Mark Hotel facilities being rented to Association for Computing Machinery under this Agreement, its guest rooms, common areas and its transportation services will be in compliance with the public accommodation requirements of the ADA. The Association shall notify the Hotel in advance of any special accommodations needed by meeting attendees when such needs are known to the Association.
The Association is interested in having all of the participants of the Conference treated equally. By signing this agreement, the Hotel are assuring the Association that they are committed to maintaining a work environment that is free of discrimination. Additionally, the Hotel is committed to hiring the best qualified people for jobs based on job related qualifications regardless of race or color, religion, creed, national origin, sex, sexual orientation or age. It is agreed that the Hotel will also be committed to treating their guests equal with the above mentioned values.
Hotel confirms that they comply and shall continue to comply during the Conference Period with all local, state and federal fire, safety and building codes. Hotel further confirms that they maintain procedures and policies concerning fire safety, security, and other safety and emergency issues and Hotel shall make all such procedures and policies available to Association for inspection upon reasonable notice. Association agrees to comply with all such codes, policies and procedures.
If, in Hotel’s judgement, additional security is needed in order to maintain adequate security measures in light of the size and/or nature of Conference events(s) at the Hotel, Association will provide, at Association’s 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 Hotel’s prior approval.
This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, arrangements and communications between the parties concerning such subject matter, whether oral or written. This Agreement shall be binding on and insure to benefit of the Association and the Hotel and its successors and assigns. This Agreement may be altered or amended at any time by the mutual written agreement of the parties.
The headings appearing in this Agreement have been inserted as a matter of convenience, and this Agreement is not to be construed with reference to them. If there is any conflict between the headings and the text of this Agreement, the text will control.
Any written notice required or permitted by the terms of this Agreement must be made in writing as soon as reasonably practical, but in no event longer than ten (10) days after learning of such basis. Notice must be delivered through one of the following methods in order to be deemed given: Certified Mail, return receipt requested; Registered Mail, return receipt requested; Overnight Delivery, with a signature signifying receipt. All notices must be addressed to the Association’s / Hotel’s representatives. The notice shall be deemed effective as of the date shown on the receipt signifying delivery of such notice to the party to whom it is addressed.
Resolution of Dispute
Any controversy or claim arising out of or relating to this Agreement, including but not limited to cancellation of any Event or termination of this Agreement for any reason other than non-renewal of the Agreement, shall be subject to reasonable efforts of Hotel and Association to resolve any such controversy or claim within 15 days written notice from either party to the other of the existence of such a controversy or claim, and, if such controversy or claim is not resolved within said 15 days, the controversy or claim must be submitted to arbitration before American Arbitration Association, in lieu of any other recourse, in Denver, State of Colorado Governance.
The parties agree that in the event that any dispute arises in any way relating to or arising out of this agreement, the prevailing party in any arbitration or court proceeding will be entitled to recover an award of its reasonable attorneys’ fees and expenses incurred by the prevailing party.
If one party agrees to waive its right to enforce any term of this Agreement, it does not waive its right to enforce such term or any or all other terms of this Agreement at any other time.
This Agreement shall be governed by and construed under the laws of the State of Colorado.
Conflict of Interest
No conflict of interest exists between any of the parties involved in this Agreement, including volunteers or other individuals authorized to sign contracts on behalf of the Association.
These arrangements are being held by Hotel on a first option basis until August 4, 2005. However, should another organization request the dates and be in a position to confirm immediately, Association will be advised and given fourteen (14) days to confirm on a definite basis or so alternate dates can be researched and held for Association’s use.
By signing and returning this contract by August 4, 2005, Association will enable Hotel to establish these arrangements on a definite basis.
The undersigned parties or their duly authorized representatives confirm that they have authority enter into this Agreement and hereby agree to the terms set forth above. Agreed to as indicated:
On Behalf of the Association for Computing Machinery, Inc