Void the contract
In March, Baker City and Sidway Investment Corporation signed a that, among other things, obligated the city to market a conference center and the Sidways to build it.
Take a look at that MOU for yourself. You can find a copy of the contract as presented to the council March 8 on our Web site.
You won't find a specific timeline for completion of the conference center or execution of the marketing plan, only a rough framework that calls for it to begin May 1, 2005 and be reviewed in five years.
You won't find definitions of what it means to market to business travelers instead of tourists, only broad statements about "defining the difference between Leisure and Business Travelers and implementing sales practices that bring both to Baker County."
You won't find agreement on what would constitute contract performance except vague clauses about "approval" and "priority" and a work plan that required an employee to work six days a week for a year.
Worst of all, this MOU fails the first rule of contracts: all contracts are made to be broken. Otherwise, you wouldn't need a contract to force compliance. Yet there's no clause governing what should happen if one party or the other claims the other has failed to perform.
In other words, if Baker City pays to market a conference center that never gets built, will the taxpayers get their money back?
Not according to this MOU.
Or if BCU fails to market the center, as SIC claimed barely two months into the contract, can SIC hire its own marketing firm and bill the city?
Not according to this MOU.
It's not even clear whether that "approval" by the city and SIC of the marketing effort is required at all times or at the time of the five year review. It could be argued either way, the language is that vague.
And that's the thing about a vague contract it's open to too much interpretation. That's why you get it in writing the first time, or spend it on lawyers later.
It's a ridiculous situation that would be laughable if it weren't for the fact that the city council has committed most of the transient room tax dollars collected in Baker City and then some for the next five to ten years to this "contract." That isn't very funny.
Visitor marketing is supposed to help drive demand for people to explore Baker County, not just Baker City, and to stay in hotels, bed and breakfasts and RV parks. And those visits help recruit new residents to open businesses or move here to work or retire.
But the pushing and pulling of the council, BCU, the Sidways and other local lodgers isn't helping that cause. It might even be hurting it.
At this point, the Sidways aren't happy. The city isn't happy. The lodgers who collect the transient room tax committed to conference center marketing under this MOU aren't happy. And the MOU as written, for all its fancy talk, isn't worth an expensive lawsuit by any party to try and define its shortcomings as a contract.
What to do when faced with an unworkable contract and a hostile relationship?
First, agree to void the MOU.
Then, if the city and the Sidways still deem their relationship to be worth maintaining, get negotiators back to the table to hammer out precisely what the parties expect to happen, how they'll know when it's happened, and what the remedy will be if it doesn't happen.
And this time, get the specifics in writing.