Negotiating Tips – Conferences in a bad economy Request for Proposal (RFP)/Spreadsheet results Deal Breakers Contract Checklist Contract Processing Flow Down Clauses A Clause by Any Other Name House Bill 1804 Sales Tax Exemption Special Hotel Offers and Negotiated Contracts Things to consider in a poor economy
All the information provided in today’s session can be rapidly accessed on the PCS webpage: http://pcs.outreach.ou.edu/admin/Contracts/HotelCo nferenceContractTemplates.htm If you need information such as tax ID number, DUNS number, SIC code, etc., see the Office of Research Administration website: http://research.ou.edu/about/datainfo.html
Start early! Use a conference planning template to organize needs You can’t get it if you don’t ask for it DO NOT commit to the Hotel until the contract is negotiated and signed. (Don’t sabotage the negotiations.)
Everything is negotiable. If they make a promise, get it in writing. Be flexible on dates and save a lot of money! You may be able to go to cities that traditionally are too expensive. (such as NYC)
The RFP is one of your first negotiating tools. Learn upfront whether they will accept your terms. Let them know they are competing for your business. Use your history to show them the value of your business.
RFP (if conference sized event) Always start with OU’s contract Conference Agreement Hotel Agreement Meeting Room Agreement Sleeping Room Agreement Contract check list If hotel won’t use OU’s contract, give them the list of requirements/deal breakers BEFORE they prepare the contract
Valuable to look at full proposal marketing, pictures… Use spreadsheet for comparison of offers
Department reviews contract language, party names, dates, dollars, room block and F&B commitment, before sending to Contract Administration.
1.DEPOSITS OR ADVANCE PAYMENTS - The state cannot pay for services not yet rendered. Also, by law, we have 45 days from receipt of invoice to pay. SOLUTION – Do not agree to deposits or prepayments, get them to accept a purchase order and bill us after the conference. Also, change payment dates from 30 days to 45 days in contracts.
2.FISCAL YEAR CROSSOVER - If an agreement crosses our FY, we must be able to terminate upon reasonable notice and without penalty or cancellation fees if sufficient funds are not appropriated. SOLUTION – Add our non-appropriations out-clause: “Agencies of the state generally are prohibited by the Oklahoma Constitution from obligating revenues of a succeeding fiscal year. Accordingly, in the event the Board of Regents of the University of Oklahoma or the funding agency, in its sole discretion, does not allocate sufficient funds to properly fulfill OU’s obligations under this Agreement, either in whole or in material part, for any succeeding fiscal year of the agency, then upon OU giving the other parties hereto thirty (30) days prior written notice, OU may terminate this Agreement for non-appropriation of funds without liability and its responsibility to perform hereunder shall cease and it shall not be obligated to pay any penalties, damages, cancellation fees, options fees or attrition fees.”
3. HOUSE BILL 1804 The injunction has been lifted. The federal government has passed a similar measure but it only applies if the clause is included in the grant, cooperative agreement, or contract with the federal government.
3. HOUSE BILL 1804 - The certification clause is in the contracts and the certification form must be signed/notarized and returned with the contract. - This is required if in the State of Oklahoma or if under a federal contract with their e-verify clause.
4.PENALTIES OR CANCELLATION FEES – As a state agency we are prohibited from paying for products or services that we did not receive, so we cannot pay penalties or cancellation fees. SOLUTION – 1st choice – Negotiate that we will not be liable for any cancellation fees. 2nd choice - If it is a deal breaker, then we can negotiate option fees if they will agree to a rebooking clause.
5.DAMAGE LIABILITY CLAUSES – We can’t agree to clauses that state that we will pay for any damages caused by our guests or attendees. SOLUTION – Delete their language and insert: “ University agrees to be responsible for its own negligent acts and omissions and those of its employees and agents as provided by the Oklahoma Governmental Tort Claims Act, 51 O.S. 1991, sec 151, et seq., as amended.”
6.WAIVING THE RIGHTS OF THE STATE – By law, we can’t agree to binding arbitration or waive our right to trial by jury. SOLUTION – Strike the language completely
7. LIMITATION OF LIABILITY – We are prohibited from agreeing to limitation of liability. SOLUTION – Strike the language completely or insert: “On April 14, 2006, the Attorney General of Oklahoma issued Attorney General Opinion No. 06-11 that, among other things, opined that under the Oklahoma State Constitution contractual limitation of liability provisions contained in agreements with State agencies are void and unenforceable unless the amount of liability the State assumes is certain and budgeted for. While the Parties to this agreement acknowledge the Attorney General’s Opinion, the Parties further recognize that [insert party name] disagrees with the Attorney General’s Opinion and contends that contractual limitation of liability provisions such as the on contained in this agreement are enforceable and do not violate the State Constitution. As a result in the event that Parties to this agreement have a dispute in which the enforceability of a contractual limitation of liability clause is relevant, then Parties agree that either Party may initiate suit in the State District Court for Oklahoma County seeking a declaratory judgment or any other relief available in law or equity regarding, among other things, the enforceability of a contractual limit of liability. Further, the Parties shall have the right to appeal any ruling from the District Court to the extent permitted under applicable law.”
8.PURCHASING INSURANCE TO COVER THE OTHER PARTY – We are a self-insured state entity, we cannot purchase additional insurance to cover outside parties and we can’t include another party as an additional insured. SOLUTION – Delete the language that requires us to purchase insurance in their name. Insert our language: “The Hotel and University shall each carry Comprehensive General Liability insurance coverage, or be self-insured, for property damage and bodily injury to be in effect during the Event specified in this agreement in amounts sufficient to cover potential losses. Either party may require the other to provide proof of insurance or self-insurance.”
9.OUTSIDE JURISDICTION – Oklahoma agencies are prohibited from agreeing to another state’s jurisdiction, or another state’s governing law, or language stating that the place of performance of the contract is outside of Oklahoma... This is prohibited by law. SOLUTION - The agreement must state that the contract is governed by Oklahoma law, or it must be silent on the issue and it can’t say the place of performance is another state.
10.INDEMNIFICATION – As a state agency we are prohibited from agreeing to indemnify or hold harmless. SOLUTION –1st Choice- delete indemnification or hold harmless language and add: “ University agrees to be responsible for its own negligent acts and omissions and those of its employees and agents as provided by the Oklahoma Governmental Tort Claims Act, 51 O.S. 1991, sec 151, et seq., as amended.”) 2nd Choice - Add to the start of the indemnification clause the following language: "To the extent allowed by Oklahoma law..."
Contract Checklist Give to the hotel if they will not accept our contract.
Responsibilities: The department has primary responsibility for the contract.
The department is responsible for: Giving the hotel the OU template contract, or if they won’t use our contract, giving them the checklist BEFORE the hotel prepares a contract Reading the contract and verifying that the language is OU compliant Verifying that all necessary attachments are there Verifying all dates, dollars, room night numbers and meeting space.
Contract Attachments : If the contract references Terms and Conditions, or Policies and Procedures those documents must be attached. If it is a third party who will perform at the hotel or convention center, i.e.. AV, or exhibitor company, you must include the original hotel contract along with their contract. If it is a contract addendum or amendment you must also include a copy of the original contract
There could be flow-down clauses from the prime contract that must go into the hotel agreement. (Department must let us know.) There could be flow-down clauses from the hotel contract to exhibitors or drayage companies. (Department must let us know.)
Hard Copy Contracts: Verify that all necessary exhibits are attached to the contract If hard copy, deliver your contract to the Contracts law clerk, 4 th floor Cross C
Electronic Contracts: Email: Contracts Law Clerk firstname.lastname@example.org Note: When contract is returned to you, all changes will be obvious due to the Word tracking feature.
Signature Authority: Dr. Biscoe – $50,000 or less Cal Hobson – $50,000 or less Dr. Little - $125,000 or less Dr. Pappas must sign for amounts over those listed above *Dollar amounts determined by highest cancellation option fee amount.
Only pay costs authorized in contract or signed for by master account authorized signer (Scrutinize bills closely)
In-State Insurance Certification Out of State Insurance Certification Credit Application Letter Call contracts law clerk if you need a certificate of insurance.
- Travel budgets are being cut. - Conference Attendance is down, you probably need to reduce your room block commitment from prior years (suggest 20% to 30%). - FY2009 and FY2010, state & corporate travel down slightly. FY 2011 is projected to be worse (at least for government). - You can pick up additional rooms if needed.
- State funding is gone or greatly reduced. - Consider a rebate, i.e. $10.00 per room credited to the master account to help defray costs of the conference.
If you have an attrition issue contact Patty or Julie as soon as possible so that we can work to renegotiate, reduce, or rebook it.
Tough economic times = chance at high dollar locations. NYC Co – New York City Convention & Visitors Bureau Lisa Lopez 1 707 545-6203 telephone 1 707 799-4880 cell email@example.com firstname.lastname@example.org
Multi-year or Multi-event Contracts with National Sales Representatives Sheraton – Ed Vigliano 212-841-6423 email@example.com Hilton – Jennifer Emerson 972-720-3602 Jennifer.Emerson@hilton.com Hyatt – Anthony Guida 202-789-5443 firstname.lastname@example.org Marriott/Renaissance-Betsy Troup 214-553-1931 Betsy.email@example.com
The Forum NCED Norman Embassy Suites Norman