LETTER OF AGREEMENT BETWEEN SHERATON INNER …



LETTER OF AGREEMENT BETWEEN SHERATON INNER HARBOR HOTEL

AND

EASTERN ACADEMY OF MANAGEMENT

Wednesday, June 5, 2002

**revised**

|Mr. Jeffrey Mello, PhD |SHERATON INNER HARBOR HOTEL |

|Professor and Chair, Dept. of Business |300 South Charles Street |

|Towson University |Baltimore, Maryland 21201 |

|8000 York Road |Telephone: 410-962-8300 |

| |Fax: 410-962-8211 |

|Towson, MD 21252 |Amanda S. Roman |

|Telephone: 410-704-2934 |Sales Manager |

|Fax: 410-704-3236 | |

RE: EASTERN ACADEMY OF MANAGEMENT

MEETING DATES: Wednesday, April 30, 2003 - Sunday, May 4, 2003

By signing and returning the enclosed copy of this contract by Friday, June 7, 2002, these arrangements will be agreed to on a definite basis.

Between now and Friday, June 7, 2002, unless both parties have agreed upon and fully executed this agreement, should another organization request the dates and be in a position to confirm immediately, we will advise you and you will have three (3) days to confirm on a definite basis.

If we do not receive a mutually agreed executed original of this agreement from you by Friday, June 7, 2002, this letter will be void and the room block will be automatically released.

Guest Room Accommodations

This contract applies to the following block of rooms:

| |Wed |Thu |Fri |Sat |

| |04/30 |05/01 |05/02 |05/03 |

|Main House King |15 |55 |55 |7 |

|Main House Double/Double |15 |55 |55 |8 |

CUT-OFF DATE

The “cut-off date” for accepting reservations into this room block is Monday, March 31, 2003. Reservations requests received after 5:00 p.m. local time at the Hotel on the cut-off date will be accepted on a space and rate availability basis.

RESERVATION METHOD

INDIVIDUAL CALL IN

It is understood that the reservation method for the conference will be individual call in. Please notify the meeting attendee of the reservation cut off date, guarantee policy and early departure fee. In addition, any reservations being made by the company for staff or VIPs needs to be received by the contracted reservation cut off date as well. Meeting attendees should be instructed to call the hotel directly at (410) 962-8300 extension Reservations or the Toll Free Starwood Reservation Hot Line (800) 325-3535 and identify the name of the group to ensure that they receive the contracted group rate. If a list is submitted to the Hotel, please include the name and address of attendees, the arrival and departure dates, and if available, the times of arrival and departure and deposit information.

Hotel guarantees that all attendees who are provided with confirmed reservations, either directly or through use of the Housing Bureau, shall be provided with guestrooms for the period of their confirmed reservation. In the event attendees are denied access to guest rooms for any reason, Hotel shall, at its sole expense, provide comparable accommodations for said attendees at a comparable hotel, at comparable price, in a comparable neighborhood and location and shall, at its sole expense, provide daily transportation for said attendees to and from Hotel.

RATES

We are pleased to confirm the following special group rates, which are as follows:

|Room |Single Rate |Double Rate |

| | | |

|Main House King |155 |155 |

|Main House Double/Double |155 |155 |

All room rates are quoted exclusive of applicable state and local taxes, which are currently 12.5% (5% state tax and 7.5% city tax).

The rates established for your meeting will be offered 3 days prior and 3 days after the meeting dates as indicated on the first page of this contract, subject to availability of rooms at the time of reservation.

EARLY DEPARTURE FEE

In the event that a guest who has reserved a room within your block checks out prior to the guest's reserved checkout date, an early departure fee of $50.00 will be charged to that guest's individual account. Guests wishing to avoid this fee must advise the hotel at or before check-in of any change in the scheduled length of stay. The Hotel will inform members of your group of this fee upon check-in. The hotel will deduct any such fees, which are collected from any amount you may owe as sleeping room attrition.

COMMISSIONABLE/NON-COMMISSIONABLE

The Group guestroom rates quoted by the Hotel shall be on a net, non-commissionable basis

ROOM AND SPACE BLOCK REVIEW

The Group and Hotel agree to review the room and space commitment on or before the following dates:

August 30, 2002

November 30, 2002

On these dates the parties will evaluate the room and space commitments. Based on such evaluation, if the parties mutually agree to any adjustments to the room and space block, as well as corresponding changes to the Group’s meeting and function space block, and to the guest room and food & beverage attrition amounts set forth below, such changes to the contract shall be confirmed in writing and signed by both parties.

GUEST ROOM ATTRITION

Hotel is relying on, and Group agrees to provide, a minimum dollar amount of $41,075.00 guest room revenue (exclusive of food and beverage charges, meeting room rentals, and other non-room charges) which shall be equal to the number of room nights set forth in the Guest Room Accommodation chart (as agreed above in room and space block review clause) times the Group’s average room rate (exclusive of taxes). The Hotel will extend a 15% allowance in guestroom revenue. Should the Group fall below this amount, the Group will be responsible for the difference between 85% of the minimum guest room revenue set forth above and the actual guest room revenue of the Group, less the guest room revenue (at an agreed upon expected resale value equal to 80% of the Gr0oup’s average room rate) resulting from any rooms resold by the Hotel. Such amount shall be subject to all applicable taxes, which shall be paid by Group. For purposes of this contract, “rooms resold by the Hotel” refers to the last rooms sold by the Hotel (i.e., if the Group does not utilize 30 rooms from the room block, and 10 rooms were resold by the Hotel, the payment due will be the revenue on the remaining 20 rooms at the groups rate). The Hotel and Group agree that the payment described above is a reasonable estimate of the Hotel’s damage resulting from the non-use of the room block and that the agreed rate is a reasonable estimate of the rate which will be achievable at the time of resale, and the payment does not constitute a penalty.

FOOD & BEVERAGE ATTRITION

Hotel is relying on, and Group agrees to provide, a minimum of $14,640.00 in food and beverage revenue. The Hotel will extend a 15% allowance in expected food and beverage revenue. Should the Group fall below this amount, the Group will be responsible for the remaining food and beverage revenue (i.e., the amount necessary to achieve 85% of the total expected food and beverage revenue). Such amount shall be subject to all applicable taxes, which shall be paid by Group. The Hotel and Group agree that the payment described above is a reasonable estimate of the Hotel’s damage resulting from the reduced use of the food and beverage facilities, and does not constitute a penalty.

Complimentary Rooms

Group will receive one (1) complimentary guestroom for every 50 occupied, revenue-producing guestrooms on a cumulative basis. Unused complimentary guestrooms will have no monetary value.

ADDITIONAL CONCESSIONS

Hotel will provide the following additional concessions:

(3) upgrades to Club Level at the Single Group Rate

ROOM & RELATED CHARGES

Guests will be responsible for there own guest room, tax and incidental charges upon checkout and the Group will be responsible for all scheduled food & beverage and service charges.

ROOM DEPOSIT

A deposit equal to one night’s room and tax is required to hold each individual’s reservation. Such deposit shall serve to confirm the reservation for the date(s) indicated, and, upon check-in, shall be applied to the first night of the reserved stay. This deposit is refundable if notice is received at least twenty-four (24) hours prior to arrival and a cancellation number is obtained.

BILLING ARRANGEMENTS

A master account will be set up for the Group covering its charges. The estimated amount of the master account must be paid in advance [in accordance with the deposit schedule set forth below] unless direct billing has been established. Direct billing requests will be reviewed in accordance with the Hotel’s normal approval process. The Group shall review all charges billed to the master account to ensure accurate billing. Payment of all direct billing must be made within thirty (30) days of receipt of a reconciled invoice from the Hotel.

HOTEL CATERING POLICIES

Due to licensing requirements and quality control issues, all food and beverage to be served on the Hotel property must be supplied and prepared by the Hotel. All food, beverage, meeting room rental and audiovisual prices are subject to a 20% service charge and a 5% state tax (subject to change without notice). Please note that the service charge is taxable.

DISPLACED CLAUSE

In the event the Hotel cannot accommodate any member of your Group with a guaranteed reservation upon arrival to the hotel on reserved date, the Hotel will provide the following:

1. Accommodations at a comparable Hotel as close as reasonably possible at no charge to the guest for the first night the guest are displaced from the Hotel.

2. One complimentary round trip ground transportation between Hotel and the alternate Hotel for each day the guest is displaced.

3. One (1) 5 minute phone call and necessary arrangements for forwarding of the displaced guest’s telephone messages and mail.

4. Offer to relocate displaced guest back to first available room. If room becomes available and the guest elects not to return to the Hotel, the Hotel will have no further obligations under this clause.

5. Upon return to the Hotel, upgraded accommodations (if available) and a welcome expression from the General Manager.

6. Credit to the Group for any guests displaced toward its room block pick up for purposes of this contract and for calculation of the Group complimentary room credit.

CANCELLATION OPTION

Group may cancel this contract without cause upon written notice to the Hotel at any time prior to the event upon payment of an amount based on the following scale:

From the date of contract signing to 360 days prior to arrival date $14,194.00 359 to 180 days prior to arrival date $28,387.00 90 Days to arrival date $56,775.00

The option to cancel is agreed by the parties to constitute the exercise of a contractual option and not default. Group shall make payment due as a result of cancellation of this contract under this provision to the Hotel at the time the contract is cancelled by written notice.

FORCE MAJEURE

The performance of this Agreement by either party is subject to acts of God, government authority, disaster, strikes, civil disorders, or other emergencies, any of which make it illegal or impossible to provide the facilities and/or services for your meeting. It is provided that this Agreement may be terminated for any one or more of such reasons by written notice from one party to the other without liability.

INSURANCE

The Hotel and the Group shall obtain and maintain and provide evidence of insurance upon request in amounts sufficient to provide coverage for any liabilities which may reasonably arise out of or result from the respective obligations pursuant to this contract.

INDEMNIFICATION

Each party hereby agrees to indemnify, defend and hold the other harmless from any loss, liability, costs or damages arising from actual or threatened claims or causes of action resulting from the gross negligence or intentional misconduct of such party or its respective officers, directors, employees, agents, contractors, members or participants (as applicable), provided that with respect to officers, directors, employees, and agents, such individuals are acting within the scope of their employment or agency, as applicable.

AMERICANS WITH DISABILITIES ACT

Both the Group and the Hotel shall be responsible for compliance with the public accommodation requirements of the Americans with Disabilities Act as defined by law. The Hotel shall provide, to the extent required by the Act, such auxiliary aids and/or services as may be reasonably requested by Group, provided that Group gives reasonable advance written notice to the Hotel of such needs. Group shall be responsible for the cost of any auxiliary aids and services (including engagement of and payment to specialized service providers, such as sign language interpreters), other than those types and quantities typically maintained by the Hotel.

ARBITRATION/DISPUTE RESOLUTION/ATTORNEY’S FEES

Any controversy, claim or dispute arising out of or relating to this Agreement, shall at the option of the Hotel be settled through non-binding mediation or binding arbitration conducted in accordance with the rules of the American Arbitration Association or through an action brought in any court of competent jurisdiction in the State in which the Hotel is located for trial and determination by such court sitting without a jury, under the law of such State in either case. In connection with any such litigation, including appellate proceedings, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs. In addition, Group shall be responsible for payment of attorneys’ fees and interest associated with the Hotel’s efforts to collect monies owed under the terms of this Agreement. The parties consent to the exclusive jurisdiction of a court of competent jurisdiction in the State in which the Hotel is located and to service of process outside the State in which the Hotel is located pursuant to the applicable requirements of such court in any matter so submitted to it and THE PARTIES EACH EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. Any judgment or award rendered by the arbitration as referenced above may be entered in any court in the State in which the Hotel is located having jurisdiction thereof or in any court having jurisdiction over the party against whom judgment is sought to be enforced. Neither party shall under any circumstances be responsible for indirect, consequential or punitive damages.

NOTICE

Any notice required or permitted by the terms of this contract must be in writing. Notice must be sent by certified or registered mail, return receipt requested, or by a recognized overnight courier service with provision for a receipt. Notices shall be deemed effective as of the date shown on the receipt.

WAIVER

If either party agrees to waive its right to enforce any term of this contract, it does not waive its right to enforce any other terms of this contract.

SIGNATURE

This contract, with exhibits attached (if any), constitutes the entire agreement between the parties and may not be amended or changed unless done so in a writing signed by Hotel and Group.

The undersigned represent that they are authorized to sign and enter into this contract.

If either party uses a fax transmittal, then the fax copy shall serve as an original until an actual original is executed and received by both parties.

In the event a third party on behalf of a client executes this Agreement, the attached the client must execute Joinder and Consent to Agreement. If such Joinder is not received by the Hotel within 30 days after the date set forth on page one of this Agreement, the Hotel shall have the option to terminate this Agreement by giving written notice to you and all applicable cancellation and related fees shall be paid by you to Hotel within 15 days thereafter.

ACCEPTED AND AGREED TO:

|EASTERN ACADEMY OF MANAGEMENT |SHERATON INNER HARBOR HOTEL |

| | |

| | |

|BY: ____________________________ |BY: ______________________________ |

|Mr. Jeffrey Mello, PhD, Professor and Chair, Dept. of |Amanda S. Roman, Sales Manager |

|Business | |

| | |

|DATE: _________________________ |DATE: ___________________________ |

| | |

| | |

|BY: ____________________________ |BY: ______________________________ |

|Second Signature if required |Charles D. Payne, Director of Sales & Marketing |

| | |

|DATE: _________________________ |DATE: ___________________________ |

| | |

| | |

Based on your requirements, we have reserved function space as shown on the attached schedule of events. Because of your guest room and food and beverage usage as indicated in this contract, together with the guest room and food and beverage attrition provisions above, the function space will be complimentary with 85% pick up of contracted guestrooms.

Client is guaranteed that all menu pricing will not increase more than 5% above what is listed on the current menus for this conference. These menus are attached, signed and dated.

MEETING SPECIFICIATIONS

|Date |Start Time |End Time |Function |Room |Setup |Agr |Room Rental |

|4/30/2003 |8:00 AM |5:00 PM |Registration |Coat Room | | | |

|4/30/2003 |1:00 PM |5:00 PM |Meeting |Camden Room |Conference Style |30 | |

|4/30/2003 |6:00 PM |8:00 PM |Hospitality |Camden Room |Rounds |30 | |

|5/1/2003 |8:00 AM |9:00 AM |AM Coffee Service |Harborview Gallery | |100 | |

|5/1/2003 |8:00 AM |5:00 PM |Exhibit(s) |Harborview Gallery |Table Tops |6 | |

|5/1/2003 |8:00 AM |5:00 PM |Registration |Coat Room | | | |

|5/1/2003 |8:00 AM |5:00 PM |Breakout |Severn I |Theatre Style |25 | |

|5/1/2003 |8:00 AM |5:00 PM |Breakout |Severn II |Theatre Style |25 | |

|5/1/2003 |8:00 AM |5:00 PM |Breakout |Severn III |Theatre Style |25 | |

|5/1/2003 |8:00 AM |5:00 PM |Breakout |Camden 1 |Theatre Style |25 | |

|5/1/2003 |8:00 AM |5:00 PM |Breakout |Camden II |Theatre Style |25 | |

|5/1/2003 |8:00 AM |5:00 PM |Breakout |Sassafras |Theatre Style |25 | |

|5/1/2003 |8:00 AM |5:00 PM |Breakout |Loch Raven I |Theatre Style |25 | |

|5/1/2003 |8:00 AM |5:00 PM |Breakout |Loch Raven II |Theatre Style |25 | |

|5/1/2003 |1:00 PM |2:00 PM |PM Coffee Service |Harborview Ballroom | |200 | |

|5/1/2003 |5:30 PM |12:00 AM |Meeting |Loch Raven Room |Theatre Style |200 | |

|5/1/2003 |6:00 PM |8:00 PM |Reception |Harborview Ballroom |Cocktail Rounds |200 | |

|5/1/2003 |8:00 PM |10:00 PM |Hospitality |Camden Room |Rounds |30 | |

|5/2/2003 |8:00 AM |9:00 AM |AM Coffee Service |Harborview Gallery | |200 | |

|5/2/2003 |8:00 AM |5:00 PM |Registration |Coat Room | | | |

|5/2/2003 |8:00 AM |5:00 PM |Exhibit(s) |Harborview Gallery |Table Tops |6 | |

|5/2/2003 |8:00 AM |5:00 PM |Breakout |Camden II |Theatre Style |25 | |

|5/2/2003 |8:00 AM |5:00 PM |Breakout |Sassafras |Theatre Style |25 | |

|5/2/2003 |8:00 AM |5:00 PM |Breakout |Loch Raven I |Theatre Style |25 | |

|5/2/2003 |8:00 AM |5:00 PM |Breakout |Loch Raven II |Theatre Style |25 | |

|5/2/2003 |8:00 AM |5:00 PM |Breakout |Severn I |Theatre Style |25 | |

|5/2/2003 |8:00 AM |5:00 PM |Breakout |Severn II |Theatre Style |25 | |

|5/2/2003 |8:00 AM |5:00 PM |Breakout |Severn III |Theatre Style |25 | |

|5/2/2003 |8:00 AM |5:00 PM |Breakout |Camden 1 |Theatre Style |25 | |

|5/2/2003 |12:00 PM |2:00 PM |Lunch |Harborview Ballroom |Rounds |200 | |

|5/2/2003 |3:00 PM |4:00 PM |PM Coffee Service |Harborview Ballroom | |200 | |

|5/2/2003 |5:30 PM |12:00 AM |Meeting |Loch Raven Room |Theatre Style |200 | |

|5/2/2003 |8:00 PM |10:00 PM |Hospitality |Camden Room |Rounds |30 | |

|5/3/2003 |8:00 AM |9:00 AM |Cont. Breakfast |Harborview II | |80 | |

|5/3/2003 |8:00 AM |10:00 AM |Breakout |Camden 1 |Theatre Style |25 | |

|5/3/2003 |8:00 AM |10:00 AM |Breakout |Severn III |Theatre Style |25 | |

|5/3/2003 |8:00 AM |10:00 AM |Breakout |Severn II |Theatre Style |25 | |

|5/3/2003 |8:00 AM |10:00 AM |Breakout |Severn I |Theatre Style |25 | |

|5/3/2003 |8:00 AM |10:00 AM |Breakout |Loch Raven II |Theatre Style |25 | |

|5/3/2003 |8:00 AM |10:00 AM |Breakout |Loch Raven I |Theatre Style |25 | |

|5/3/2003 |8:00 AM |10:00 AM |Breakout |Sassafras |Theatre Style |25 | |

|5/3/2003 |8:00 AM |10:00 AM |Breakout |Camden II |Theatre Style |25 | |

|5/3/2003 |8:00 AM |1:00 PM |Exhibit(s) |Harborview Gallery |Table Tops |6 | |

|5/3/2003 |8:00 AM |1:00 PM |Registration |Coat Room | | | |

|5/3/2003 |10:30 AM |12:00 PM |Meeting |Loch Raven Room |Theatre Style |125 | |

|5/3/2003 |1:00 PM |5:00 PM |Meeting |Camden Room |Conference Style |30 | |

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