Steering Clear of the Most Common Legal Hazards in Hotel, Convention Center, and Meeting Contracts March 3, 2009 George E. Constantine, III Kristen E. Sitchler Jeffrey S. Tenenbaum Association of Corporate Counsel www.acc.com - PowerPoint PPT Presentation

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Steering Clear of the Most Common Legal Hazards in Hotel, Convention Center, and Meeting Contracts March 3, 2009 George E. Constantine, III Kristen E. Sitchler Jeffrey S. Tenenbaum Association of Corporate Counsel www.acc.com

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Title: Steering Clear of the Most Common Legal Hazards in Hotel, Convention Center, and Meeting Contracts March 3, 2009 George E. Constantine, III Kristen E. Sitchler Jeffrey S. Tenenbaum Association of Corporate Counsel www.acc.com


1
Steering Clear of the Most Common Legal
Hazards in Hotel, Convention Center, and Meeting
ContractsMarch 3, 2009George E. Constantine,
IIIKristen E. SitchlerJeffrey S.
TenenbaumAssociation of Corporate
Counselwww.acc.com
2
Overview
  1. Hotel Contract Issues
  2. Convention Center Contract Issues
  3. Other Meeting Contracts
  4. General Negotiating Tips
  5. Conclusion/Questions

3
Hotel Contracts
  • Two primary types of agreements
  • 1. Group reservation agreements
  • 2. Agreements to make space available for
    reservation by meeting attendees.
  • Our discussion will focus on the latter of the
    two.

4
Hotel Contracts
  • What are the organizations obligations for room
    nights?
  • Often the parties will understand the
    relationship to be one in which the organization
    is not reserving all the rooms set aside, but the
    plain language of the agreement is contrary to
    that understanding.
  • make available for reservation by Group meeting
    attendees.

5
Hotel Contracts
  • 2. Should I have an attrition clause?
  • Depends on the language elsewhere and hotels
    position.
  • Most hotels will insist upon attrition language.
  • Negotiate beyond strict percentage terms.
  • Based on cumulative room nights rather than each
    night.
  • Tied to mitigation provisions.

6
Hotel Contracts
  • 3. How do I protect my client in the event of
    occurrences beyond our control?
  • Standard force majeure clauses usually arent
    enough.
  • Need to tie force majeure to occurrences
    preventing a substantial amount of attendees to
    participate and/or get to the meeting site.
  • Prefer capturing this in the contract rather than
    leaving to chance.

7
Hotel Contracts
  • 4. What should I do about this obnoxious form
    cancellation clause?
  • Look to timing of the payment obligation, duties
    to mitigate, and timing of when payments
    increase.
  • Mitigation vs. Liquidated Damages
  • Need express exception for cancellation based on
    force majeure and actual or anticipatory breach
    by hotel.

8
Hotel Contracts
  • 5. Are there any other points I need to
    consider?
  • Indemnification and liability apportionment
    liable for actions of guests?
  • Lowest published rate, reservations after the
    cut-off date, compare group attendee list with
    hotel guest list.
  • New and renovated properties.

9
Convention Center Agreements
  • 1. Is this just a waste of time?
  • Convention center authorities are notorious for
    being intractable on key terms.
  • Still, persistence and attention to detail
    usually pays off.
  • Consider RFP as first step toward getting more
    favorable terms.

10
Convention Center Agreements
  • 2. What about situations when the convention
    center is limited by state or municipal
    restrictions on matters related to
    indemnification and liability?
  • Dont take their word for it review the code.
  • Consider a catch-all statement obligating the
    center to indemnify to the fullest extent
    permitted by applicable law.

11
Convention Center Agreements
  • 3. How much attention should I pay to strictly
    business terms?
  • Need to work closely with meeting and event
    planners convention center agreements frequently
    include confusing cross-references and schedules
    on items that are key to a meetings success
    (such as, move in and move out times, specific
    room reservations, etc.).

12
Convention Center Agreements
  • 4. What should I do about terms related to the
    organizations insurance coverage?
  • Waiver of subrogation, duties to provide
    certificates of insurance and to name the center
    as additional insureds have significant
    consequences consult with broker if necessary
    and determine additional premiums or other costs
    that may need to be paid in order to comply.

13
Convention Center Agreements
  • 5. What can I do to manage risks related to
    strikes and labor disputes?
  • Include a provision that your organization can
    terminate without liability if a strike/threat of
    a strike occurs within 6 months of the event.
  • Require prompt advance notice, disclosure of
    contract renewal dates.
  • Have the center warrant that it will provide
    replacement workers if a strike occurs.

14
Other Meeting Agreements
  • 1. What should I look out for when dealing with
    other agreements related to my meeting?
  • Watch for subcontractors destination management
    companies and transportation companies are
    notorious for using subcontractors and seeking
    not to be liable for their negligence.
  • Seek contractors with a track record take due
    diligence steps to confirm long-term viability

15
Final Points
  • Start with the RFP
  • Everything is negotiable
  • Warranty
  • Liability issues
  • Payment terms
  • Intellectual property
  • Term and termination
  • Read everything
  • Be willing to walk away
  • Special considerations

16
  • Thank you for attending another presentation from
  • ACCs Desktop Learning Webcasts
  • Please be sure to complete the evaluation form
    for this program as your comments and ideas are
    helpful in planning future programs.
  • You may also contact Lillian Moyano Yob at
    yob_at_acc.com or Karen Palmer at palmer_at_acc.com
  • This and other ACC webcasts have been recorded
    and are available, for one year after the
    presentation date, as archived webcasts at
    www.webcasts.acc.com.
  • You can also find transcripts of these programs
    in ACCs Virtual Library at www.acc.com/vl
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