At the 2011 Small Market Meetings Conference, attorney Kristalyn Loson gave meeting planners several tips on how to prevent contract blunders. The following is the third part of her presentation, which focuses on convention center agreements and other meeting contracts meeting planners deal with.
I. Key issues and pitfalls in Letters of Intent
• Generally letters of intent are binding. Treat them as a contract.
• Every letter of intent should provide that the eventual contract is “subject to:”
o Successful negotiation of the terms and conditions in the final convention center agreement.
o Successful negotiation of hotel contracts for attendee guest rooms.
II. Is this just a waste of time?
• Convention center authorities are sometimes viewed as being intractable on key terms.
• Still, persistence and attention to detail usually pays off.
• Consider a request for proposal (RFP) as the first step toward getting more favorable terms.
III. What about situations in which the convention center is limited by state or municipal restrictions on matters related to indemnification and liability?
• Don’t 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.”
• Disclaim for defects in premises or equipment furnished by the facility.
• If the center is privately owned, push for mutual indemnification.
IV. What can I do to manage risks related to strikes and labor disputes?
• Include a provision that says your organization can terminate without liability if a strike/threat of a strike occurs within six months of the event.
• Require prompt advance notice.
• Have the center warrant that it will provide replacement workers if a strike occurs.
V. General provisions for convention center agreements
• Notice of requirements prior to default/opportunity to cure
o One-sided cancellation: Nonpayment, failure to abide by license terms, etc.
o Notice of all requirements
• No reassignment without notice
o No charges shall be made to the agreed premises assignment without the prior written approval of lessee.
• Condition of facilities
o In substantially the same condition as the time of contract
• Use of outside contractors
o Only if prices/reputation for service is comparable or better
• Condition and inspection of returned premises
o Agree to joint inspection, so that all deficiencies are identified in the presence of your representative.
• Other facility events
o Obligation to notify of other events
• Contract interpretation clauses
o Don’t agree to interpretation by the convention center’s attorney.
VI. Other meeting agreements
• What should I look out for when dealing with other agreements related to my meeting?
o Watch for subcontractors. Destination management companies and transportation companies are notorious for using subcontractors and seeking not to be liable for their negligence.
o Seek contractors with a track record. Do due diligence to confirm long-term viability.
Kristalyn Loson is an associate with the Washington-based law firm Venable LLP. She is an attorney in the firm’s Regulatory Practice group and works mainly with nonprofit organizations and associations. For the complete Power Point from Loson’s presentation, click here.