Hotel Amendment



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#49603

AMENDMENT TO

LETTER OF AGREEMENT

BETWEEN

________________________________

AND

TENNESSEE BOARD OF REGENTS
This amendment to the Letter of Agreement (“Agreement”) by and between the ___________________ (“Hotel”) and the Tennessee Board of Regents (“Group”) is made and entered into and effective ____________, 2008.

WITNESSETH:


WHEREAS, Hotel and the Group agree, through this Amendment, to reflect certain modifications, additions, and clarifications to the terms and conditions in the Agreement.
NOW, THEREFORE, in consideration for the mutual covenants undertaken herein the parties hereby agree to amend the terms and conditions of the Agreement specifically as set forth herein:


  1. Prevailing Documents. In the event of any conflict or inconsistency between the terms and conditions of this Amendment and the Agreement, the terms of this Amendment shall prevail.




  1. Rates. Amend the last sentence of this section to read as follows: “These rates will be offered three days prior to the meeting dates, based on availability, until the designated cut off date of 1/20/08.”




  1. Miscellaneous Fees. Delete this section in its entirety and replace with the following: “As a state agency, Group shall not pay penalty or cancellation charges. Group shall pay any actual reasonable documented damages or loss to Hotel for which it is liable under Tennessee Law. Hotel shall be obligated to mitigate its damages.”




  1. Guest Room Attrition. Delete this section in its entirety and replace with the following: “Group understands that the Hotel is relying upon Group’s use of the block of rooms. Group shall pay any actual reasonable documented damages or loss to Hotel for which it is liable under Tennessee Law. Hotel shall be obligated to mitigate its damages ”




  1. Banquet Food & Beverage Attrition. Delete this section in its entirety and replace with the following: “Group understands that the Hotel is relying upon Group’s banquet food and beverage use. Group shall pay any actual reasonable documented damages or loss to Hotel for which it is liable under Tennessee Law. Hotel shall be obligated to mitigate its damages ”




  1. Billing Arrangements. Delete this section in its entirety and replace with the following: “All charges for function space, audio visual rental, food, as well as certain guest rooms for Group Staff only will be applied to a master bill which will be paid in full upon receipt of invoice from Hotel.”




  1. Food & Beverage Policies. Amend this Section as follows:




  1. Revise the last sentence of the first paragraph to read as follows: “All food and beverage prices and meeting room rental are subject to a 22% service charge.

Amendment

______________ and TBR

Page 2




  1. Add the following sentence to the end of the first paragraph: “Hotel understands that Group is exempt from sales tax.”

  2. Amend the last sentence of the second paragraph to read as follows: “Because of your guest room and food and beverage use as indicated in this contract, the function space will be complimentary.”

  3. Amend the last sentence of the third paragraph to read as follows: “The Hotel reserves the right to change function space assignments, with prior written agreement between the Group and Hotel.”




  1. Function Space. Delete this section in its entirety as language is provided in the Food & Beverage Policies Section.




  1. Cancellation Policy. Delete this section in its entirety and replace with the following, “As a state agency, Group shall not pay penalty or cancellation charges. Group shall pay any actual reasonable documented damages or loss to Hotel for which it is liable under Tennessee Law. Hotel shall be obligated to mitigate its damages ”




  1. Force Majeure. Delete this section in its entirety and replace with the following: “The Hotel shall work with Group to reschedule this event, at no additional expense, due to Hotel’s non-performance of this contract of events such as a force majeure which are beond the reasonable control of the Hotel.”




  1. Insurance. Amend this Section as follows:




  1. Delete the words “. . .and the Group . . .” from the sentence.

  2. Add the following as a second paragraph to this Section: “The Group, as agency of the State of Tennessee, is self-funded and does not carry or maintain commercial general liability insurance or medical, professional or hospital insurance. Any and all claims against the Group, including the Institution or its employees, shall be heard and determined by the Tennessee Claims Commission in the manner prescribed by law. Damages recoverable against the State shall be limited to claims paid by the Claims Commission pursuant to TCS 9-8-301 et. seq.”




  1. Indemnification. Delete this section in its entirety and replace with the following: “As a state agency, Group shall not hold harmless or indemnify the Hotel. Any and all claims against the Group for property damage or loss resulting from acts or omissions of the Group through its employees or agents in performing its responsibilities under this agreement shall be submitted to

the Claims Commission of the State of Tennessee for disposition in accordance with the applicable provisions of the Tennessee Code Annotated. Damages recoverable against Group shall be expressly limited to claims paid by the Commission.”


  1. Arbitration – Dispute Resolution – Attorneys Fees. Delete this section in its entirety and replace with the following: “This Agreement shall be governed by the laws of the State of Tennessee and the parties shall be subject to the jurisdiction of the courts of the State of Tennessee in any action arising from this Agreement. The Group shall not be responsible attorneys’ fees or indirect, consequential, or punitive damages. Any and all claims against Group for property damage or loss resulting from acts or omissions or Group through its employees or agents in performing its responsibilities under this agreement shall be submitted to the Claims Commission of the State of Tennessee for disposition in accordance with the

Amendment

______________ and TBR

Page 3
applicable provisions of the Tennessee Code Annotated. Damages recoverable against Group shall be expressly limited to claims paid by the Commission.”




  1. Starwood Planner Points. Delete this Section in its entirety.




  1. Signature. Delete the following sentence from this Section: “If a fax transmittal is used by either party, then the fax copy shall serve as an original until an actual original is executed and received by both parties.”

Please add the following clauses:




  1. Maximum Liability. The maximum liability of the Group under this Agreement shall not exceed $____________.




  1. Audit. The Hotel shall maintain documentation for all charges against Group under this agreement. The books, records, and documents of the Hotel, insofar as they related to work performed or money received under this agreement, shall be maintained for a period of three full years from the date of the final payment, and shall be subject to audit, at any

reasonable time and upon notice, by the institution or the Comptroller of the Treasury, or their duly appointed representatives.


  1. Prohibition on Hiring Illegal Immigrants.  Tennessee Public Chapter No. 878 of 2006, TCA 12-4-124, requires that Hotel attest in writing that Hotel will not knowingly utilize the services of illegal immigrants in the performance of this Contract and will not knowingly utilize the services of any subcontractor, if permitted under this Contract, who will utilize the services of illegal immigrants in the performance of this Contract.  The attestation shall be made on Attachment A, Attestation re Personnel Used in Contract Performance (“the Attestation”), which is attached and hereby incorporated as Attachment A.

If Hotel is discovered to have breached the Attestation, the Commissioner of Finance and Administration shall declare that the Hotel shall be prohibited from contracting or submitting a bid to any Tennessee Board of Regents institution or any other state entity for a period of one (1) year from the date of discovery of the breach.  Hotel may appeal the one (1) year by utilizing an appeals process in the Rules of Finance and Administration, Chapter 0620.


Amendment

_____________ and TBR

Page 4


In witness of the acceptance of the terms of this Amendment, the parties have by their duly authorized representatives set their signatures.
TENNESSEE BOARD OF REGENTS

Charles W. Manning Date

Chancellor

(VENDOR NAME)

Signature Date

Printed Name: ______________________________



Title: ______________________________________


ATTACHMENT A

ATTESTATION RE PERSONNEL USED IN CONTRACT PERFORMANCE

CONTRACT NUMBER:




CONTRACTOR LEGAL ENTITY NAME:




FEDERAL EMPLOYER IDENTIFICATION NUMBER:
(or Social Security Number)




The Contractor, identified above, does hereby attest, certify, warrant, and assure that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract.

SIGNATURE & DATE:







NOTICE: This attestation MUST be signed by an individual empowered to contractually bind the Contractor. If said individual is not the chief executive or president, this document shall attach evidence showing the individual’s authority to contractually bind the Contractor.

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