CHAPTER CONTRACT & GRANT POLICY

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1 Introduction The following contract and grant policy was developed to assist and protect AACN and its chapters. Because chapters are part of the National AACN corporation National shares with chapters their financial obligations, meaning if a chapter enters into a contract and for any reason cannot meet the financial obligations of the contract, National is liable and responsible for ensuring those financial obligations are met. Given this joint financial responsibility, it is important that National know of and understand the contracts into which chapters intend to enter. Failure to submit contracts for approval may result in chapter disbandment. AACN chapters must have funds in their accounts to cover the cost of each event contract and not rely on income from the event to pay those expenses. If a chapter submits a contract with large expenses and does not have enough money in their accounts to cover those expenses, that contract will not be approved by National and the chapter president and treasurer will be notified. National has staff that is trained in and regularly negotiates contracts. These individuals provide an invaluable resource to chapters by ensuring that the contract terms and conditions are in the chapter s best interest and provide necessary protection. National does not expect chapters to be legal experts; it is our job to ensure that the chapter/national are protected. Therefore, chapters must obtain written approval of all contracts that involve a financial commitment from the AACN Chapter Department before signing: Catering agreements most caterers have their own agreements. Co-sponsored programs A "letter of agreement" is required for chapters collaborating on programs and special projects that outline each chapter's responsibilities and commitments. Exhibitor / Vendor Agreements Please note: The Commercial Support Agreement in the Program Approval area of the website ( > Education > Program Approval > Chapters > Resources) is different than a vendor contract. (The Commercial Support Agreement is only needed if an organization/vendor is supporting the CE portion of a chapter event.) Grants Hotel/Facility Letters of Agreement Chapters should have at least a letter of agreement when working with other parties, even if no monies are involved. Partnership Agreements Regional Meeting Agreements Speakers If a speaker or company does not have its own contract, use a contract template from the AACN website, and modify the template based on your negotiations. Chapter Contract & Grant Policy Page 1 of 12

2 Support Agreements (formerly known as Sponsor Agreements) Temporary Employment Agency Agreements agencies will have their own agreements. Any other contract or lease, including property or equipment leases. Any financial commitments, regardless of the amount, which obligate the chapter for longer than 1 year. Contracts must include the following: The chapter name must be fully spelled out within all agreements. Example: the Aliso Viejo Chapter of the American Association of Critical-Care Nurses (AVC-AACN). All terms and conditions must be itemized within the contract so there are no assumptions. Details are essential. Cancellation clause. Two chapter signatures: (1) chapter president, and (2) chapter treasurer or the appropriate chairperson. Chapters must read and fully understand each clause of every agreement in which the chapter intends to enter before signing the agreement. Chapters should negotiate with the other party/parties the terms of the agreement so that all parties are comfortable with those terms. Chapters should build in a contingency plan for each event if registration goals are not achieved by certain dates. Those dates are typically based on or tied to the various payment and/or cancellation dates in facility/venue and other contracts of the event. Contingency plans are important so that chapters do not incur big financial losses. Contracts are to be submitted using the online Chapter Contract Submission Form ( > Forms). Contracts will be reviewed within ten (10) business days and approval or recommended changes, if any, will be communicated back to the chapter. Additionally, be sure to: 1. Post your events on your individual chapter websites. 2. Submit your event for possible inclusion in the AACN journals and/or to be posted on the Local Events Calendar ( > AACN Local Events). Chapter Event Calendar submissions will be posted pending verification of approved chapter contracts. 3. the event flier/brochure to your Chapter Advisor ( A Chapter Advisor/Chapter Support), who will then distribute it to the other chapters in your region. If unsure about any contracts, please contact the AACN Chapter Department for advice. Chapter Contract & Grant Policy Page 2 of 12

3 Please refer to the Contract Templates on the Chapter Contracts area of the website ( > Contracts). Questions should be directed to or to the AACN Chapter Department. Exhibitor / Vendor Agreements **AACN must review and approve ALL Exhibitor / Vendor Agreements** Please allow up to ten (10) business days for contracts to be reviewed. (Please refer to the Exhibitor/Vendor Agreement Template on the website at > Contracts). Always offer exhibitors as many opportunities and as much time as possible to visit with your event audience/attendees. Dedicated exhibit time (unopposed by educational sessions or other programming) is valued and appreciated by exhibitors and helps them justify ROI (Return on Investment) in support of chapter events. Whenever possible, include a package of furnishings and services with the exhibit space or table. We recommend including booth carpet, skirted 6-ft. table, two chairs and a wastebasket (and electrical and telecomm services if possible) in the price of your exhibit space. Exhibitors prefer one package price rather than having to pay extra for carpet, tables, chairs, electrical, telecomm/phone line services, etc. Please note: if an exhibitor/vendor ever requests that any AACN members be excluded from a chapter event, please immediately contact the AACN Chapter Department. 1. Payment: Require full payment of the exhibit space at least two weeks before the show or event date. Once the event opens, it will be difficult to collect payment from exhibitors 2. Pricing Guidelines: The suggested exhibit space prices below reflect typical 2017 prices. Prices should be based on estimated/expected attendance. Following is suggested pricing only. Actual rates should be determined at the chapter s discretion: < 1,000 nurse attendees $1,000-$1,500 per table/booth 1,000-3,000 nurse attendees $1,500-$2,500 per table/booth 2,000-3,000 nurse attendees $2,000-$2,500 per table/booth > 3,000 nurse attendees $2,500-$3,500 per table/booth Chapter Contract & Grant Policy Page 3 of 12

4 3. Cancellation: Should an exhibitor cancel before the event opens, require written notice of the cancellation and assess a cancellation fee or penalty. The following guidelines are provided as a suggestion of how to structure the cancellation fees. Actual fees should be determined at the chapter s discretion: > 150 days before the event 25% of the cost of the exhibit space retained 150 days 90 days before the event 50% of the cost of the exhibit space retained < 90 days before the event 100% of the cost of the exhibit space retained Should the chapter cancel the event, the chapter should refund all monies paid by the exhibitor/vendor to the chapter for exhibit space in order to preserve goodwill with your vendors and/or exhibitors. Refunds should be processed within 10 business days of cancelling the chapter event. 4. General Service Contractors: If chapters contract with a general service contractor (sometimes called a decorator ), be sure the contract addresses the following: a. Cost per booth/table package (listing what s included in the package price such as booth carpet, furnishings, ID signs, etc.). b. Electrical and other services, such as cleaning of aisles & booths, signs, banners and who hangs them, masking drape, etc. c. Event cancellation penalties what s owed if/when you must cancel your event. 5. Contract Details: When using a hotel for your conference, be sure the contract addresses: a. Rental fee for meeting/ballroom space for exhibits (request a food & beverage or meeting space discount based on number of hotel guest room nights). b. Does hotel provide skirted tables for exhibits? If so, is there a charge? c. Does hotel provide electrical/telecom services? If so, what is the charge? d. Does hotel provide overnight security? Is exhibit area locked/secure? e. Does hotel install banners in exhibit hall? If so, what do they charge? 6. Questions: Questions should be directed to Chapters@aacn.org. Chapter Contract & Grant Policy Page 4 of 12

5 Grants **AACN must review and approve ALL Grant Agreements** Please allow up to ten (10) business days for contracts to be reviewed. Chapters that apply for and are awarded grant monies must submit the grant agreement to National AACN for review and approval. Grants are different from support agreements (see below) in that you must apply for the grant money and fulfill certain requirements. Each company has different criteria; check their websites for details. If available from the company, request an unrestricted educational grant which gives the chapter the greatest amount of flexibility. 1. Contract Details: The grant agreement should specify all requirements of the grantor in order for the chapter to be awarded the monies. 2. Questions: Questions should be directed to Hotel / Facility Agreements **AACN must review and approve ALL Hotel / Facility Agreements** Please allow up to ten (10) business days for contracts to be reviewed. Most hotels have their own contracts. 1. Contract Details: a. Don t feel obligated to sign a contract sent by a hotel. Each meeting has its own unique, individual needs. Modify the contract to accommodate the particulars of the meeting. b. Always have the hotel/facility clearly define the meeting space assigned to you. c. Whenever possible, include the name(s) of the meeting rooms in the contract. Always require prior written approval before meeting space is reassigned. 2. Cancellation: Be sure that any damages/fees owed due to cancellation are based on lost profit, not lost revenue (see sample at the end of this section). Chapter Contract & Grant Policy Page 5 of 12

6 3. Resell Clause: Include a provision stating the hotel will make a concerted effort to resell any functions that you cancel and will reduce your damages by the amount of profit from the events it sells (see sample at the end of this section). 4. Force Majeure: Webster s Collegiate Dictionary defines force majeure as an event or effect that cannot be reasonably anticipated or controlled; an act of God. It is important for contracts to have a clause covering such events. Utilize the following in your contracts: The performance of this Agreement by either party is subject to acts of God, government authority, disaster, curtailment of transportation, or other emergencies, any of which make it illegal or impossible to provide the facilities and/or services for your meeting. It is provided that this Agreement may be terminated for any one or more of such reasons by written notice from one party to the other without liability. 5. Billing Arrangements/Payment: Be sure the contract indicates how the bill will be paid (credit card, invoice) and when final payment is due (example: 30 days after the meeting takes place). 6. Food & Beverage Attrition (if applicable): Attrition is the allowable deduction or decrease in estimated food & beverage contracted. 7. Guest Room Attrition (if applicable): Attrition is the allowable deduction or decrease in the number of guest room nights contracted. The industry standard is 80 percent. 8. Questions: Questions should be directed to Chapters@aacn.org. Key elements to consider: Meeting dates will group rates apply to early arrivals and late departures? Cutoff dates for special rates the contract should specify what happens if the chapter fails to pick up all the sleeping rooms in the contracted block (guest room attrition industry standard is 80 percent). Deposit requirements at times a deposit may be required to hold meeting space/sleeping rooms. Chapter Contract & Grant Policy Page 6 of 12

7 Sample Clauses: Resell Clause After Group Cancellation (sleeping rooms only) Revenue received by the hotel from the resell of sleeping rooms will be deducted from Attrition/Cancellation owed by (Name of Chapter). Room cancellation charges are due after the meeting dates and payable within 30 days of invoice from the (Name of Hotel or venue where meeting is taking place), provided the (Hotel or Venue) provides proof of its best-faith efforts to mitigate damages and prove rooms being sold were unsold. *Include meeting room rental, if necessary (heavy room rental fees or more food & beverage consumed in meeting rooms). *Resell Clause After Group Cancellation (sleeping rooms & meeting space) Revenue received by the hotel from the resell of sleeping rooms and meeting space will be deducted from Attrition/Cancellation owed by (Name of Chapter). Room cancellation charges are due after the meeting dates and payable within 30 days of invoice from the (Name of Hotel or Venue), provided the (Hotel or Venue) provides proof of its best faith efforts to mitigate damages and prove rooms being sold were unsold. Relocation Clause In the event any member of your Group with a guaranteed guest room reservation cannot be accommodated by Hotel, Hotel will provide the following: 1. Accommodations at a comparable Hotel as close as reasonably possible, at no charge to the guest for the first night the guest is displaced from Hotel. 2. Offer to relocate displaced guest back to the first available guest room. 3. Credit to group for any guests displaced toward its guest room block pick up for purposes of the Contract and for calculation of Group complimentary guest room credit. Speaker Agreements **AACN must review and approve ALL event Speaker Agreements** Please allow up to ten (10) business days for contracts to be reviewed. (Please refer to the Speaker Agreement Template on the website at > Contracts). Chapters should have a contract for each speaker, no matter the honorarium amount, if any. At the very minimum, or for a speaker speaking for free, a Letter of Agreement outlining the details the chapter and speaker have agreed to should be in place. This eliminates any surprises by either party. Chapter Contract & Grant Policy Page 7 of 12

8 It is important for chapters to vet the speaker before contracting with them, meaning to be sure the speaker and their presentation is of the quality expected. One way to do that is to check references. Ask speakers what other groups they have spoken for, request references, and then follow through by contacting those folks. If your chapter ever has a poor experience with a speaker whether it is due to inappropriate comments made by the speaker during their presentation or the presentation itself did not meet the quality in content that the chapter expected, it is important to address those issues immediately with the speaker. If not resolved, please notify the AACN Chapter Department. If a chapter contracted with a company for a speaker and there are any issues, it is your chapter s duty to send a formal letter of complaint to the company about the speaker, requesting return communication from the head of the company on how the matter will be addressed with the speaker, and letting the company know that your chapter is obligated to share this complaint with National AACN. Please be sure to send a copy of this type of correspondence to the AACN Chapter Department. In addition to a contract, speakers need to sign a Conflict of Interest Form, commonly referred to as a COI (located on the website at > Program Approval > Chapter > Resources > Conflict of Interest Form. Chapters may use this document, or use it to develop their own document. 1. Negotiate the Speaker s Fee: After the chapter board has determined the budget available for the program speaker, the chapter should contact a few speakers and advise them of the program details. In negotiating a speaking fee, advise them the chapter has nonprofit income tax status and is working with a fixed budget. Some speakers will be amenable to fee negotiation if the event is planned during non-peak times or if they are looking to gain visibility within the larger AACN umbrella. Speaking fees vary greatly depending on the experience of the speaker. Some speakers are well-known on the national speaker circuit, and others are in the beginning stages. Contact the AACN Chapter Department if unsure whether quoted rates are reasonable. 2. Support of Speakers: If a vendor supports a speaker for a chapter event, it is important for the speaker agreement between the chapter and speaker to include a statement that the vendor will not influence the speaker s presentation or content. This statement should also be included in the Support Agreement signed by the vendor. If the vendor wants to support the chapter by paying the speaker s honorarium and travel expenses, the vendor may pay the speaker directly. However, this type of arrangement removes the ability of the chapter to provide CEs for participants. Instead, the chapter could provide participants with a CERP Certificate of Attendance (there is no fee Chapter Contract & Grant Policy Page 8 of 12

9 associated with CERPs). Please refer to the Support Agreements section below for more details. If a vendor supports a speaker for a chapter event, the speaker must make a verbal statement to the event participants at the start of the presentation to the following effect: X vendor is supporting the chapter by paying some of my expenses and did not influence the content of my presentation. It is the responsibility of the designated nurse planner or chapter representative present at the presentation to ensure the verbal disclosure is made and the speaker has provided the chapter with the Conflict of Interest Form prior to their presentation. 3. Contract Details: It is very important to clearly detail the expectations in the speaker contract. If the chapter is providing for travel, hotel, ground transportation, mileage, or any additional expense in addition to the speaking fee, make sure that you have maximum amounts or limits in place. Also, if a speaker obtains his/her own airline ticket and the chapter cancels the event, the chapter should expect to reimburse the speaker for any non-refundable fares. Here are good and bad examples of contract clauses: Air Travel: Chapter will reimburse speaker for air travel to and from (destination) upon receipt from speaker of invoice/receipts. Bad Outcome: The speaker traveled 1 st class costing the chapter more than double what they had anticipated. Chapter was liable to reimburse speaker as contract did not specify limits. Wording the Air Travel clause this way would have protected the chapter: Mileage to and from (destination) at XX cents per mile OR coach class round trip air ticket to and from (destination) not to exceed XX dollars. Hotel: Chapter will reserve and pay for 2 nights at XX hotel. Bad Outcome: The speaker stayed at the hotel and upon arrival requested an upgrade to a suite, which was $200 more per night than a standard room. The chapter was liable for the full amount as the contract did not specify dollar limits. This wording would have protected the chapter: Chapter Contract & Grant Policy Page 9 of 12

10 Chapter will reserve and pay for two nights (specify date(s)) at XX hotel up to $x.xx per night. If the speaker chooses at his/her discretion to seek alternative lodging, upgrade room features, or extend lodging arrangements, those costs will be incurred by the speaker and will not be reimbursed by the chapter. In the event that the speaker chooses not to accept the two-night reservation, the chapter will not substitute the value of the room for monetary reimbursement to the speaker. 4. Speaker s Contract or Chapter s Contract: Many speakers have their own contracts which are fine to use, as long as they provide for the protective clauses and maximums / per diems / spending caps. These contracts must be reviewed and approved by National AACN as stated above. Alternatively, chapters may develop their own contract based on the information provided in the Speaker Agreement Template. 5. W9 Form: An IRS W9 Form must be completed by every speaker. Chapters should request the completed W9 from each speaker before any monies are paid to that speaker. Chapters are required to submit a Non-Employee Compensation Form at the end of each calendar year that includes the speaker s information. Please refer to your Chapter Charter Agreement for reporting requirements. Blank W9 Forms are available on the website at > Forms. 6. Questions: Questions should be directed to ChapterContracts@aacn.org. Support Agreements **AACN must review and approve ALL Support Agreements** Please allow up to ten (10) business days for contracts to be reviewed. (Please refer to the Support Agreement Template on the website at > Contracts). Chapters are required to send National AACN any proposal, agreement, RFP (Request for Proposal) or invitation which addresses sponsorship or support of a conference, show, or event. This includes support agreements addressing Title Support Companies, Presenting Support Companies, Co-Supporters or similar language that implies partnership, ownership, or management of the chapter event. Chapter Contract & Grant Policy Page 10 of 12

11 In addition to covering some or all direct costs of a support agreement, always add in an audience access fee (20-25 percent) to offset your costs to attract/deliver an audience. 1. Payment: Payment depends on the event If CEs will be applied for/provided to participants, then supporters should pay the chapter, and the chapter then pays the supplier. The chapter should be the middleman and the supporter, the third-party person. Otherwise, only CERPs would be allowed for the event. If no CEs will be offered for the event, such as a dinner meeting at a restaurant, then the supporter can pay the (restaurant) directly. The chapter can then provide a CERP Certificate of Attendance to each participant. The CERP certificate is free and may be downloaded from the website under Education > Program Approval > Chapters > Resources. 2. Support of Speakers: If a vendor supports a speaker for a chapter event it is important for the speaker agreement between the chapter and speaker to include a statement that the vendor will not influence the speaker s presentation or content. This statement should also be included in the Support Agreement signed by the vendor. If the vendor wants to support the chapter by paying the speaker s honorarium and travel expenses, the vendor should pay the chapter, and the chapter then pays the speaker if CEs are to be awarded. If the vendor pays the speaker, CEs may not be awarded, but a CERP Certificate of Attendance may be provided to participants. If a vendor supports a speaker for a chapter event, the speaker must make a verbal statement to the event participants at the start of the presentation to the following effect: X vendor is supporting the chapter by paying some of my expenses, and did not influence the content of my presentation. It is the responsibility of the designated nurse planner or chapter representative present at the presentation to ensure the verbal disclosure is made and the speaker has provided the chapter with the Conflict of Interest Form prior to their presentation. 3. In-Kind and Trade Support: In-kind and trade support is acceptable, provided the chapter receives fair value in return (try to get as close as possible to dollar-for-dollar value). Chapter Contract & Grant Policy Page 11 of 12

12 4. Exhibit Space: If you include exhibit space as part of a support agreement, be sure you include the cost of the exhibit space in the total value of the agreement. 5. Contract Details: Document all support agreements (terms and conditions) who provides what; who does what. Be sure to include a cancellation clause explaining what happens if the supporter has to cancel, and what happens if the chapter has to cancel. If the chapter cancels the event, the chapter should refund all monies paid by the support company within 10 business days to preserve goodwill with your supporters. 6. Program Approval: Educational flyers/brochures should include a statement similar to speaker name and/or equipment or product supported by X Company. 7. Acknowledgement: Recognize and thank supporters for their support you can never thank or recognize a supporter often enough. 8. Questions: Questions should be directed to Chapters@aacn.org. Chapter Contract & Grant Policy Page 12 of 12