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Subject: Re: Contract for review & signature: Samvera conference hotel
Thank you Jamie! I will share this with theÂBoard now. If they would like to sign, who should be the signatory? I'll ask about the date change now.Heather-----Heather Greer Klein (she/her/hers)Samvera Community ManagerWorking from Durham, NC (US Eastern Time Zone), on land traditionally cared for by the Shakori and Eno peoples.ÂOn Thu, Apr 6, 2023 at 1:48âPM Jamie Clark <jamie.clark@oasis-open.org> wrote:Good morning, Heather. Having reviewed the draft contract on the limited basis we've discussed, and with the further caution that I cannot provide opinions on the enforceability of these matters as I am not admitted to practice in the states of the conference value or Marriott's headquarters, here are my comments:
- We defer to your event consultant on market prices and terms, amenities, suitability of the space, and the like. Among other things, obviously your budget plan for the event should calculate in the 24% service charges, and should evaluate the possibility of the liquidated damages clauses (e.g., cancellation/attrition based on dropping below confirmed occupancy thresholds, resulting in a significant penalty/replacement payment to hotel; similar penalty for under-use of catering).
- The contract assumes (but does not guarantee) that Samvera's credit will be deemed sufficient to allow any open balance owing under the Master Account to remain open through the event and 30 days thereafter, without requiring additional security.
- Payments due in the event of a group cancellation vary by the date of cancelling, so Samvera may wish to assess and re-confirm its position before each penalty rate increase date (e.g., before the 181st day, the 91st day, and the 5th day prior)..
- Note the Hotel still must accept the contract after you sign -- and their March 24 deadline date should be lined through, or changed, so that it is clear that, once countersigned by the Hotel, the format and dates still will be held on a first-option basis.
- The "dispute resolution" clause really only says "loser pays."Â Do you want to consider asking for mandatory mediation before a lawsuit? Approaches that we've seen included:
- Asking Marriott if they have a mediation clause they prefer.
- If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or any other dispute resolution procedure.
- Any dispute arising out of or in connection with this Agreement shall first be referred [by written notice to the designated representative of each party, who shall meet and endeavor in good faith to resolve the dispute between them within twenty (20) business days of such notice. If the representatives are unable to resolve the dispute, the parties shall within five (5) business days of that meeting refer the dispute] to nonbinding mediation in submitted to JAMS or such other mediation provider as may be agreed by the parties. Either party may commence mediation by providing to such provider and the other party a written request for mediation, stating the subject of dispute and the relief requested. The parties will cooperate with such provider and with one another in selecting a mediator from the offered panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith, that they will share equally in its costs, and that the mediation will be conducted before resorting to arbitration or any litigation procedure.
- Also see: https://www.clausebuilder.org/umbraco/surface/dispute
Regards and best wishes JamieJames Bryce Clark, General Counsel, OASIS Open, setting the standard for open collaborationÂOn Thu, Mar 30, 2023 at 9:44âAM Jamie Clark <jamie.clark@oasis-open.org> wrote:Thanks, doing so, and thanks for specifying your timing. JamieJames Bryce Clark, General Counsel, OASIS Open, setting the standard for open collaborationÂOn Mon, Mar 27, 2023 at 11:49âAM Heather Greer Klein <heather@samvera.org> wrote:Hello Jamie and Scott,We have a contract ready for our fall conference! Would it be possible to have this reviewed before our finance subcommittee meets on April 7th?ÂThis contract was arranged by our event planning contractor. Here are her notes about it:Attached please find what I think is the final version of the contract between Samvera and the Marriott Philadelphia Old City for the Samvera Connect 2023 conference. Overall I feel this is a favorable contract, especially with a Marriott, which have become more difficult (in my opinion) to work with since about 2019 or so.Â
Some highlights:
- A room rate of $219 for single and double occupancy, which is a bit above the per diem rate of $198/night for October in Philly, but is quite competitive for the location within the city. Rate include in-room basic wifi.
- One comp room night per 40 actualized room nights, which can be applied to actual room nights used or can be taken as a credit to the Master bill.
- Marriott provides a 7% commission on guest rooms when a third party like myself is involved. This is how some planners make part or all of their money but not how I prefer to work, thus I changed this to a rebate to the master bill so that Samvera will reap this benefit.
- Comp wifi and wired connections in the meeting space, if we choose to use the in-house AV company. FWIW, I donât expect to use in-house, they are usually a lot more expensive than using an outside AV company. Weâll go out to bid for all AV. If we use outside AV, the rates are pre-set in the contract at $10/person for wifi and $100/wired line, both one-time fees. These are very reasonable fees for Internet services in a hotel.
- Minimum F&B spend of $20k exclusive of tax and service charge. If the Group falls below this amount in actual spend, Samvera will pay 30% of the difference as lost profit to the hotel. Based on current menu prices and what I know about the F&B that is usually served at these conferences, it should not be difficult to meet this minimum.Â
- A reasonable deposit schedule - $10,000 due upon signing by both parties. This deposit will be applied to the final Master bill.Â
- Attrition allowable to 20% slippage on a cumulative night basis. This means that Samvera is blocking 440 total room nights but is financially responsible for 80% of that total, so 352 total nights. If the group doesnât meet the minimum of 352 room nights, Samvera is responsible for $164.25 (plus taxes) for each room night short of that 352 magic number.
- Coverage for cancelation by the hotel, something hotels HATE to have to agree to! :) Thereâs almost no chance the hotel will try to cancel this group but if they did decide to cancel Samvera for some reason, thereâs financial recourse.
- Force Majeure - This is a biggie post-Covid. This allows Samvera to cancel without penalty if certain conditions come about (declarations of epidemic or war, travel advisories by WHO, CDC or local authorities, etc.) It also allows Samvera to move forward with a meeting at a reduced capacity without penalties if such things happen as well.
There are also the other standard clauses in the contract that cover compliance will laws, privacy, security, and the like. I find all of these to be in line with industry standards and donât see any concerns here but please review and make sure you are comfortable with them as well.Thank you!Heather-----Heather Greer Klein (she/her/hers)Samvera Community ManagerWorking from Durham, NC (US Eastern Time Zone), on land traditionally cared for by the Shakori and Eno peoples.Â
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