Contract Clauses
Hotel AKA Brickell thanks you for choosing us for your upcoming event. You can find our standard Terms & Conditions below for your consideration, when applicable. Terms & Conditions contained herein are subject to change without notice.
BILLING PROCEDURES:
You agree that any disputes which you may raise with respect to any master account charges must be addressed directly by you and the Hotel. And the parties agree to work in good faith to resolve any such disputed invoices in a timely manner. Any dispute that cannot be resolved in a timely manner to the mutual satisfaction of the parties shall be submitted to arbitration in accordance with the dispute resolution provisions as contained in this Contract.
METHOD OF PAYMENT
All functions must be prepaid at least seven (7) business days prior to the Arrival Date. Client may pay by valid credit card or wire transfer.
CREDIT CARD
If Client wishes to pay any portion of its obligations by credit card, authorization will be completed electronically via Sertifi.
WIRE TRANSFER
If Client wishes to pay any portion of its obligations by wire transfer, please use the following bank information:
Bank Capital One Bank
Bank Address 1680 Capital One Drive, 10th Floor
McLean, VA 22102
Payable to EAHG BRICKELL TRS, LLC
Account Number 1361479399
ACH ABA Routing # 065000090
SWIFT # NFBKUS33XXX
OBI Field Reference invoice number(s) and / or reservation number(s)
Note: Please submit wire transfer confirmations and / or verification of fund transfers the day they are transmitted by email to [email protected].
SCHEDULE OF EVENTS
Any increase of the Function Space will be subject to the Hotel availability. Hotel reserves the right to adjust the Function Space in direct proportion to any changes in the number of Client’s attendees. Additional break out rooms, audio visual equipment, service charges, and sales taxes are not included in prices. Any changes in set up of any Function Space within 24-hours of the Event will incur an additional fee of $500.00 plus tax per occurrence.
FOOD AND BEVERAGE
Client acknowledges and agrees that any and all food and beverage items consumed in banquet rooms, hotel outlets and hospitality rooms must be purchased from Hotel. Hotel must receive any menu selections (consisting of items selected, menu prices and number of attendees) at least fifteen (15) days prior to the Arrival Date. The guaranteed minimum (and maximum) number of persons for all food and beverage functions must be confirmed in writing to Hotel at least seven (7) business days prior to the Arrival Date. All charges are based upon the guaranteed minimum number of persons, or the actual number of guests served, whichever is greater. All food and beverage prices are subject to a 24% service charge and 9% sales tax.
LIQUOR
Client understands and agrees that Hotel’s liquor license requires that all beverages only be dispensed by Hotel employees or bartenders. Alcoholic beverage service may be denied to those guests who appear to be intoxicated or impaired or are underage.
OUTSIDE FOOD AND BEVERAGE
No outside food and beverage will be permitted in the hotel unless authorized by hotel representative, after reviewing the Client’s Vendor, License & Insurance documentation. In the event that outside food or beverage are permitted, Client must sign a Liability Release document for each function, instance & vendor providing the items. If unauthorized food or beverage is found, Hotel may assess Client a charge per function to remove the items from our premises.
OUTSIDE VENDORS
The following applies in the event that Client desires to utilize outside vendors at the Hotel during the Event:
a) All outside vendors must be approved by Hotel in advance, which consent may be withheld in Hotel’s reasonable discretion.
b) All outside vendors must have and at all times maintain coverage of at least $1,000,000.00 in Liability Insurance. The insurance policies should list EAHG Brickell, LLC, EAHG Brickell TRS, LLC and Franklin Hospitality Management LLC as additional insured, as evidenced by the delivery of insurance certificate(s) to Hotel. The vendor(s)’ insurance must be primary and non-contributory with respect to any other insurance or self-insurance that may be maintained by the aforementioned parties.
c) Client hereby agrees to indemnify, defend, and hold Hotel harmless from any loss, liability, costs or damages arising from actual or threatened claims resulting from any acts or omissions of the outside vendors.
d) Hotel requires a Loss Prevention officer or Audio-Visual technician to escort any outside vendors through the back of the house. Hotel may assess Client a charge in the amount of $900.00 per function for this service.
e) Hotel will not be liable for the performance, use, damage, storage, safety, or delivery of any equipment brought in from outside the Hotel absent gross negligence.
PERFORMANCE LICENSES
Client will be solely responsible, at its own expense, for obtaining any necessary licenses or permission to perform, broadcast, transmit, or display any copyrighted or patented works (including, without limitation to music, audio, or video recordings, art, etc.) that Client may use or request to be used at the Hotel, and Client hereby agrees to indemnify, defend and hold Hotel harmless from any loss, liability, costs, or damages arising from actual or threatened claims resulting from any impermissible violations of the terms of such licenses or other authority allowing such use.
USE OF FUNCTION SPACE
To protect the safety and security of Hotel guests and property, Client agrees that it will not use any items in the Function Space that create or disseminate any amplified noise, smell, or visual effects other than decorations, without prior written approval by Hotel. Examples of items that require advance written approval from the Hotel include but are not limited to smoke or fog machines, dry ice, confetti cannons, uncovered candles or any pyrotechnics, explosives, or firearms, as well as any activity that generates unpleasant odors, scents, or smells. Client will obtain, at its sole cost and expense, any required Fire Marshall or other safety approvals, and agrees to pay any expenses incurred by Hotel as a result of such activity, such as resetting smoke or fire alarms or unusual and unexpected cleanup costs. Marketing materials (including signs and posters) may only be placed inside the Function Spaces during the reserved times. Under no circumstances shall Client place any items or marketing materials outside the Function Spaces without Hotel’s prior written consent.
DAMAGE TO FUNCTION SPACE
Client agrees to pay for any and all damage to the Function Spaces that occurs as a direct or indirect result of Client’s or its guests’ or its vendors’ use. Client will not be responsible, however, for ordinary wear and tear or for any damages proven to be caused by persons other than Client and its guests. In addition to any other remedies it may have at law or in equity, Hotel may assess a $250 cleaning fee if any Client guest is smoking in the Function Space or anywhere inside the Hotel.
RIGHT OF INSPECTION
Hotel shall have the right at any time to inspect and control all Function Spaces to ensure that the Event is being conducted in a manner consistent with the operations of the Hotel, safety procedures, federal, state, and local laws, or regulations, and with the comfort and safety of other guests in mind. If Hotel observes any illegal activity or activity that may result in harm to persons or objects, Hotel has the right to immediately cancel the Event, in which case all of Client's guests and invitees must immediately vacate the Function Spaces. In such event, Client will remain liable for all fees and charges related to the Event, including any such forced evacuation, pursuant to the terms of this Agreement.
LOADING AND UNLOADING OF EQUIPMENT
Equipment must be loaded and unloaded at the loading dock in accordance with the Hotel’s rules and local ordinances. Excessive parking duration and vehicles blocking the entrance to the Hotel and/or its Garage are prohibited at the loading dock and other areas commonly used for loading. Any expected time frame for unloading and/or loading of goods must be given to Hotel no less than ten (10) days prior to the Event.
UNATTENDED ITEMS/ADDITIONAL SECURITY
Client understands and agrees that Hotel cannot ensure the security of items left unattended in the Function Spaces. Special arrangements may be made with Hotel for securing a limited number of valuable items. In addition, safety deposit boxes are available in the hotel lobby. If Client requires additional security with respect to such items or for any other reason, Hotel will reasonably assist in making these arrangements, which may require the pass-through to Client (and/or it’s guests) of added costs to be incurred. The engagement of any security personnel to be utilized by Client during the Event are subject to Hotel’s prior written approval, which approval may be denied by Hotel in its sole discretion.
SIGNAGE & DECORATIONS
Signs, banners, lighting, and other decorations are not permitted to be installed or used in any of the Hotel’s public areas without having secured prior written approval of the Hotel. All signage within the Function Space or other “private areas” must be professionally prepared and approved in writing by the Hotel prior to such use and placement. Nothing may be affixed to the walls, floor or ceiling with push pins, nails, staples, carpet tape or other adhesives or like material unless approved in writing by Hotel. Candles with open flame, confetti, bird seed, rice and glitter may not be used at Hotel. Client shall be responsible for damage or loss of any such items brought into Hotel, including any left unattended.
RECEIVING AND STORAGE
Any materials, packages, boxes, or containers to be sent to Hotel may arrive no earlier than 3 business days prior to the arrival day. The first five boxes are complimentary; additional boxes will be subject to a $10.00 handling fee. The mandatory handling fee is retained by Hotel as an added cost, and is not a tip, gratuity, or service charge paid to employees providing the handling and storage services. Hotel will not be responsible for any loss or damage to boxes or materials sent to Hotel absent gross negligence. Advance approval by the Hotel is required when a shipment of any individual box exceeds 100 lbs. Hotel will charge a fee of $150.00 plus applicable taxes for each pallet and/or crate (standard size).
CANCELLATION
Client acknowledges and agrees that absent events or conditions of “Force Majeure” (as hereinafter defined) or a prior material breach by Hotel of this Agreement, any cancellation of the Event by Client (“Cancellation”) would constitute a breach of their Agreement and that Hotel would be damaged. Because Hotel’s damage incurred (and the Client’s obligation to compensate Hotel for that which is caused) will increase if there is a delay in notifying Hotel of any Cancellation of the terms of this Agreement, the Client agrees to notify Hotel, in writing, within seven (7) business days of any decision made to cancel. In addition, if a Cancellation occurs, the parties agree that it would be difficult to determine Hotel’s actual harm cause and the respective amounts set forth below reasonably estimates Hotel’s damage incurred for Cancellation, at various junctures in time. The Client therefore agrees to pay Hotel, within (30) days after any Cancellation, as liquidated damages, the appropriate amount set forth in your agreement.
FORCE MAJEURE
In case by reason of “Force Majeure” (as defined herein) either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement, then such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event, cause or condition relied on the obligations of the party giving such notice. Provided that either party is affected by such Force Majeure, then performance hereunder shall be abated or suspended during the continuance of the inability then claimed, which shall include a reasonable time for the removal of the effect or condition thereof, but for no longer period, and such party shall endeavor to remove or overcome such inability having exercised reasonable diligence. The term "Force Majeure" as employed herein shall mean acts of God, strikes, lockouts or other public disturbances, acts of the public enemy, orders of any kind of the government of the United States, or of the state or any civil or military authority, war insurrections, riots, health or other pandemics, epidemics, landslides, lightning, earthquakes, fire, hurricanes, storm, floods, washouts, droughts, arrest, restraining or lock-down orders of government or people, civil disturbances, explosions, or any other similar or different cause not reasonably within the control of the party claiming such inability. The ability to terminate this Agreement without liability pursuant to this section is conditioned upon delivery of written notice to the other party setting forth the basis for such termination as soon as reasonably practical but in no event longer than (10) ten days after learning of such basis. In the case that Client seeks postponement of their event due to a Force Majeure, as opposed to cancellation, Hotel reserves the right to extend the courtesy of allowing Client to select an available date up to (12) months from the original contracted date, based on availability.
AMERICANS WITH DISABILITIES ACT
Both parties shall be responsible for compliance with the public accommodation requirements of the Americans with Disabilities Act (the “Act”) as defined by law. Hotel intends to make its facilities reasonably accessible by persons with disabilities as required by Title III (Public Accommodations and Services Operated by Private Entities) of the Act. As soon as practical, Client shall determine if any of its guests or participants of the Event has a special need. Client will provide the Hotel with written notice at least thirty (30) days prior to the Arrival Date of any determined special needs. Client will be responsible for making all auxiliary aids and services available to participants who indicate they have a special need for their participation in the Event, except for those which can be reasonably provided by the Hotel. Client shall pay for any extraordinary costs, determined by the Hotel, for such auxiliary aids, such as sign language interpreters, unless otherwise agreed upon by both Client and Hotel.
INDEMNIFICATION
Each party will indemnify, defend, and hold the other harmless from any loss, liability, costs or damages arising from actual or threatened claims resulting from its breach of this Agreement or the negligence, gross negligence or intentional misconduct of such party or its officers, directors, employees, agents, contractors, members, or participants, as may be limited by the terms of this Agreement. Neither party will be liable to the other for consequential, special, or punitive damages.
CONFIDENTIALITY
“Confidential Information” means this Agreement and the content here of (including the Group Rates). Each party will maintain this Confidential Information in the strictest confidence and will limit access to those of its employees, officers, and agents with a need to know such Confidential Information for the performance of obligations hereunder, except as approved by the other party in writing. Confidential Information may be disclosed in response to a subpoena or other legal process, to the extent the subpoena or legal process compels disclosure of such Confidential Information, and the other party is informed of such disclosure, or as may be required by governmental agencies. Furthermore, the Confidential Information may be disclosed in a dispute resolution matter between Client and Hotel regarding matters arising from this Agreement. The provisions of this Section 36 shall survive the expiration or termination of this Agreement.
ASSIGNMENT
Neither party may assign this Agreement without the other party’s prior written consent; provided, however, that Hotel shall have the right, without Client’s consent and upon written notice to Client, to assign this Agreement to any affiliate or successor in interest of Hotel including, without limitation, any entity purchasing or owning all or any part of real property underlying the Hotel.
GOVERNING LAW; ATTORNEY’S FEES
The validity, enforcement, construction, and interpretation of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to the resolution of conflicts of laws, except whereas preempted by Federal Laws. Venue over any action or dispute arising from this Agreement shall be in Miami-Dade County, Florida and each party hereto agrees to submit to the personal jurisdiction of the courts located within the State of Florida for the purpose of all actions and disputes which may arise. In the event of any litigation or arbitration between the parties, all expenses, including reasonable attorneys’ fees and court costs at both the trial and appellate levels, incurred by the prevailing party, shall be paid by the non-prevailing party. The term “attorneys’ fees” shall be deemed to include, without limitation, any paraprofessional fees, investigative fees, administrative costs, and other charges billed by the attorney to the prevailing party (including any fees and costs associated with collecting such amounts). The provisions of this Section shall survive the expiration or earlier termination of this Agreement.
MISCELLANEOUS
Your Agreement contains the entire agreement of the parties and supersedes any previous or contemporaneous agreement, understanding, or representation, oral or written, by either of them. The parties may execute their Agreement in counterparts and by electronic signature. Each executed counterpart will constitute an original document, and all executed counterparts, each of which shall be deemed to be an original for all purposes and constitute the same agreement. The Agreement may be amended or added to only by written agreement of the parties. All notices shall be in writing and sent by registered or certified mail, by overnight courier to the parties at the addresses set forth above, or at such other addresses as may be designated by the parties in writing from time to time, or by email or electronic means, provided that the recipient confirms in writing the receipt thereof.
SEVERABILITY
Should any section, provision or other portion of this Agreement be held to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remaining portion of this Agreement shall remain valid and effective.
NO JURY TRIAL
Group and Hotel unconditionally waive their rights to a jury trial of any claim or cause of action based upon or arising out of this agreement, any dealings between group and hotel relating to the subject matter of this transaction or any related transactions, and/or the relationship that is being established between group and hotel. Including all guests of group, the scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court. This waiver is irrevocable. This waiver may not be modified either orally or in writing. The waiver also shall apply to any subsequent amendments, renewals, supplements, or modifications to this agreement or to any other documents or agreements relating to this transaction or any related transaction. This agreement may be filed as a written consent to a trial by the court.