SUCCESSFUL CCE
HOTEL AND CONFERENCE
CONTRACTING
Julie Tate
Director, Contract Administration
Patty Elliott
Assistant Contract Administrator
Alicia Crawford
Contracts Law Clerk
AGENDA
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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
SUCCESSFUL CONTRACTING
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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.)
NEGOTIATING TIPS IN A BAD ECONOMY
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)
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REQUEST FOR PROPOSALS
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.
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GETTING STARTED
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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
SPREADSHEET OF PROPOSAL
RESULTS
Valuable to look at full proposal
marketing, pictures…
Use spreadsheet for comparison
of offers
CONTRACT REVIEW
Department reviews contract
language, party names, dates,
dollars, room block and F&B
commitment, before sending to
Contract Administration.
“KNOW YOUR DEAL BREAKERS”
Dates
Meeting Space
Costs
Amenities
Clauses
TOP TEN DEAL BREAKERS
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.
TOP TEN DEAL BREAKERS
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.”
TOP TEN DEAL BREAKERS
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.
TOP TEN DEAL BREAKERS
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.
TOP TEN DEAL BREAKERS
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.
TOP TEN DEAL BREAKERS
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.”
TOP TEN DEAL BREAKERS
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
TOP TEN DEAL BREAKERS
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.”
TOP TEN DEAL BREAKERS
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.”
TOP TEN DEAL BREAKERS
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.
TOP TEN DEAL BREAKERS
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.
CONTRACT PROCESSING
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 PROCESSING
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
CONTRACT PROCESSING
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.)
CONTRACT PROCESSING
Hard Copy Contracts:
 Verify that all necessary exhibits are
attached to the contract
 If hard copy, deliver your contract to
the Contracts law clerk, 4th floor
Cross C
CONTRACT PROCESSING
Electronic Contracts:
Email: Contracts Law Clerk
ccecontracts@ou.edu
Note: When contract is returned to
you, all changes will be obvious
due to the Word tracking feature.
CONTRACT PROCESSING
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.
CONTRACT LANGUAGE
Only pay costs authorized in
contract or signed for by
master account authorized
signer (Scrutinize bills
closely)
DOCUMENTATION
In-State Insurance
Certification
 Out of State Insurance
Certification
 Credit Application Letter
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Call contracts law clerk if you
need a certificate of insurance.
SALES TAX EXEMPTION
Exempt
Exempt
(limited)
Non-Exempt
Tax Free States
http://pcs.outreach.ou.edu/
admin/Outreachcontractpo
liciesandsamples.html
BAD ECONOMY – ATTRITION ISSUES
- 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.
BAD ECONOMY
- 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.
CURRENT HOTEL ATTRITION
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.
NEW YORK CITY
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
llopez@nycvisit.com
NATIONAL SALES REPS
Multi-year or Multi-event Contracts with National Sales
Representatives
Sheraton – Ed Vigliano 212-841-6423
edward_vigliano@sheraton.com
Hilton – Jennifer Emerson 972-720-3602
Jennifer.Emerson@hilton.com
Hyatt – Anthony Guida 202-789-5443
aguida@hyatt.com
Marriott/Renaissance-Betsy Troup 214-553-1931
Betsy.troup@renaissancehotels.com
PREFERRED FACILITIES
The
Forum
NCED
Norman
Embassy
Suites Norman