How One Planner Created a Better Contract

In our cover story for the June issue, we discussed how Dana Toland, president of event management company IT Exchange Group, saved her client tens of thousands of dollars by including the following clause in her contract. When it turned out that a recently renovated hotel had lower maximum-occupancy levels than had been agreed to, she was required to seek a new venue at the last minute. Fortunately, in the contract she had written, she had multiple clauses to protect the group as she specified that the meeting space is a material part of the contract. 

For planners interested in seeing exactly how Toland protected her meeting, she has shared the clauses in the contract: 

2.3 Meeting Space

The following meeting rooms will be made available to the client for their exclusive use during Meeting Period: the "Grand Ballroom A & B"; the "Grand Ballroom Pre-Function Area"; the "Grand Ballroom Coat Room"; the "Grand Ballroom Terrace"; the "xxx"; the "xxx Foyer"; the "Grand Ballroom Registration Area'; the "xx"; the "xx"; the "xx; the "xx"; the "xx"; the "xx"; the ", etc., and the "Hotel Loading Dock."

Hotel agrees that it shall reserve the Meeting Space for client's exclusive use during the Meeting Period as stipulated in Exhibit A: Tentative Schedule of Activities and shall, free of charge, grant client exclusive use of the Meeting Space including use of standard banquet tables, cocktail rounds, classroom tables, podiums, staging and chairs during the entire Meeting Period. The client's exclusive use for the entire Meeting Period of all Meeting Space listed above as well as but not limited to all rooms, suites and storage rooms explicitly named elsewhere in this Agreement, for the entire Meeting Period is a material term of this Agreement and the majority of the value which Hotel is providing client under this Agreement. Hotel understands and acknowledges that failure to deliver one or more components of the Meeting Space as it has been represented to the client by Hotel, including meeting room dimensions and meeting room occupancy numbers listed in Exhibit C, may result in significant economic loss to the client, and that client in its inspections of the Hotel has determined that there is no equivalent space in Hotel that can be substituted. Hotel agrees to pay the Cancellation Fee Payable to the client to compensate the client for relocating and/or re-scheduling Meeting pursuant to this Section 2.3.
Exhibit C Contains the floor plans and dimensions and reads:

The Attached Hotel Floor Plans are incorporated into this Agreement by reference. Hotel warrants (the "Space Warrantee") that the dimensions of all the components of the Meeting Space are Materially Correct and shall be operative during Meeting Period, and that Conference Area occupancies stated in this Exhibit are not Materially Greater and shall not be Materially Greater during Meeting Period than the occupancies the Conference Area components are licensed and/or permitted to hold in the configurations stated herein by all authorities having competent jurisdiction over Hotel meeting space occupancy such as but not limited to the local fire marshal, and that It is agreed that in this paragraph the term "Materially Correct" shall be deemed to mean "not smaller than five (5%) percent smaller," and the term "Materially Greater" shall be deemed to mean no bigger than five (5%) percent bigger.

Hotel understands that the dimensions and occupancies covered by this Space Warrantee are essential for client to be able to hold meetings at Hotel without incurring financial and or other damages to its business as a conference host.

In the event that Hotel is in breach of the Space Warrantee, Hotel understands and acknowledges that client may have to cancel the meeting, and incur significant additional expense to find another venue that has the dimensions and occupancies required by the Meeting; or alternatively, if practicable, client may incur significant additional expense (such as but not limited to additional audiovisual services) to make it possible for the meeting to go forward at Hotel. Hotel therefore agrees that it will diligently verify the dimensions of the Meeting Space and the occupancy of the Conference Area before executing this Agreement and initialing this page, and undertakes to reimburse client for all expenses it incurs, by reason of Hotel's breach of this Warrantee including but not limited to the cost of moving the Meeting to another venue, reconfiguring the Meeting and its AV requirements, attorney's fees, court costs, and/or negotiation costs, and/or litigation costs. In the event that Meeting is moved by reason of a breach of the Space Warrantee, Cancellation Fees and Damages Payable by client under this Agreement shall be null and void and not be due and payable by client to Hotel.
11.8.4 Construction and Renovation

In the event the Hotel will be undergoing any construction or renovation during the Meeting dates, the Hotel shall promptly notify client and client shall have the right to cancel the Agreement without liability upon written notice to the Hotel if such construction or renovation directly affect the use of the facilities or the quality of service to be provided under the Agreement and Hotel agrees to pay the Cancellation Fee Payable to client  to compensate the client for relocating and/or re-scheduling Meeting.