Meetings, Events, Liability & Insurance

Transcription

1 ACC Nonprofit Organizations Committee Meetings, Events, Liability & Insurance March 10, 2015 Dawn Crowell Murphy, Esq. Washington, DC Pillsbury Winthrop Shaw Pittman LLP

2 Leverage and Negotiation Arrangements for events vary based upon type of facility, organization and event Many event facilities now use standard form contracts but may still be negotiable Flexibility/leverage depends on: size of organization/event relationship with property/chain state of the market type and ownership of facility 1

3 Rate Protection Hotel guarantees not to offer lower rates secure favorable rates for attendees prevent attendees from booking around the block Define the scope: actions that trigger the protection advertising rates to the public granting lower rates to anyone, to similar group, etc. what happens if the protection is triggered stop offering the lower rate provide the lower rate to your block 2

4 Reduction and Attrition If booking far in advance, estimate room block/ attendee number and provide for opportunities to reduce at varying intervals before final block/ number locked in Allow for attrition from final anticipated block/ number e.g., no penalties unless your group meets less than 80% of the anticipated number, or minimum guarantee 3

5 Cancellation (by Organization) Don t accept onerous cancellation obligations unless certain your organization could handle them; do what you can to lessen them Build in any contingencies e.g., availability of convention center Provide for circumstances that should allow you to cancel without penalty e.g., change in management or condition of facility 4

6 Mitigation Obligation by facility to resell unused sleeping rooms, space, etc., to offset penalties from cancellation or attrition Don t base it on facility achieving 100% occupancy Try to limit any damages to lost profit versus lost revenue 5

7 Audit Provision Permits you access to verify pick-up reports and mitigation efforts Ensure attendees that didn t book through the block and walked attendees are included in pick-up May be subject to confidentiality/privacy restrictions 6

8 Cancellation (by Hotel) Where organization may not cancel or would owe damages/penalties, similar restrictions and obligations should be imposed on hotel/facility Denied Accommodations Hotel should cover substitute accommodations, transportation, etc., for attendees with reservations who are walked If Hotel walks a large % of attendees, may be considered a total cancellation, with damages/ rebooking fees owed 7

9 Construction/Quiet Enjoyment Facility should provide advance notice of planned construction or renovation, or warrant that none is planned over event dates If organization determines any construction, maintenance, etc. is causing or will cause a material interference with event, may cancel without penalty, and with facility owing damages, costs of rebooking 8

10 Force Majeure Not liable for cancellation or other nonperformance due to unforeseen causes beyond the parties reasonable control Can attempt to build in economic hardship Can use % of attendees prevented or unreasonably delayed from arriving at event as a way to measure 9

11 Force Majeure (continued) Sample provision: The performance of this Agreement by either party is subject to acts of God, war, government regulagon, disaster, fire, medical epidemic, strikes, terrorist ajacks or threats, civil disorder, curtailment of transportagon faciliges, or other similar cause beyond the control of the parges, prevengng or unreasonably delaying at least 25% of ajendees from pargcipagng at the Event, or otherwise making it illegal, impossible, or commercially impracgcal to hold the Event, or for either party to fully perform the terms of the Agreement. The Agreement may be terminated without penalty, or performance excused, for any one or more of these reasons by wrijen nogce from one party to the other. 10

12 Liability and Indemnification Allocation of liability ideally each party is responsible for what it controls Mutual indemnification each party indemnifies the other from and against costs and liabilities resulting from its responsibilities Sample provision: The Association and the Hotel will each defend, indemnify, and hold harmless the other party and its officers, directors, employees and agents, from and against all claims, actions, causes of action, liabilities, and costs (including attorneys fees), arising out of or resulting from the indemnifying party s negligent or willful act or omission, or breach of this Agreement. The Association will not be responsible or liable for the acts of third parties it does not control, including Event attendees. 11

13 Insurance Requirements stipulated in event contracts Consider extra or special insurance for major meetings or special circumstances Meeting cancellation insurance: may be worthwhile but often swiss cheese in its coverage and exclusions/ endorsements best to wait to book until very sure a facility will be needed 12

14 Thanks! Dawn Crowell Murphy 13