HomeMy WebLinkAboutR-88-0912J-SB-90R
9/28/88
RESOLUT10N NO. SH-91
10211
A RESOLUTION ALLOCATING AN AMOUNT NOT TO EXCEED
$250,000 FROM THE METRO DADE TOURIST BED TAX,
ACCOUNT #580331, PROJECT $195001; THE AMOUNT
OF 4125,000 TO BE ALLOCATED IN FY 88-89 AND
$125,000 TO BE ALLOCATED DURING FY 89-90, IN
SUPPORT OF THE 1989 ASTA WORLD CONGRESS TO BE
HELD IN MIAMI, OCTOBER 22-27, 1989; AUTHORIZING
THE CITY MANAGER TO ENTER INTO AN AGREEMENT IN A
FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE
GREATER MIAMI HOST COMMITTEE, INC. TO HAVE SAID
HOST COMMITTEE IMPLEMENT THE NECESSARY SUPPORT
ARRANGEMENTS ON BEHALF OF THE CITY ACTING AS
ADMINISTRATORS OF SAID ASTA WORLD CONGRESS,
OBTAINING FUNDING FROM OTHER SOURCES AND
DISBURSING FUNDS AS NECESSARY TO IMPLEMENT
THE SUPPORT ARRANGEMENTS.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:
Section 1. An amount not to exceed $250,000 is hereby allocated
from the idetro Dade Tourist Bed Tax, Account #580331, Project #195001;
the amount of 4125,000 to be allocated in FY 88-89 and $125,000 to be
allocated during FY 89-90, in support of the 59th ASTA (American
Society of Travel Agents) World Congress to be held in Miami, October
22-27, 1989.
Section 2. The City Manager is hereby authorized to enter into
an Agreement, in a form acceptable to the City Attorney, with the
Greater Miami Host Committee, Inc. ("GMHC"), appointing said Host
Committee to act as its agent, limited to the purpose of entering into
a contract with the American Society of Travel agents ("ASTA") and
fulfilling the obligations of the Host in an amount not to exceed
$250,000 which represents the total amount of the City's contribution
to this event, as set forth in said contract between GMHC and ASTA
dated August 24, 1988, attached hereto, specifically concerning the
ASTA 59th World Congress to be held in Miami, October 22-27, 1989, and
for no other purpose or act or event whatsoever.
GMHC shall not be
40
Section 3. The City of Miami expressly reserves all legal,
equitable, statutory and constitutional defenses, rights and remedies
to such obligations.
Section 4. ASTA shall first institute and exhaust administrative
and legal efforts seeking payment and/or performance from the GMHC,
State of Florida, and Metropolitan Dade County, and document such
efforts to the City's satisfaction, prior to bringing actions or
claims against the City by virtue of this $250,000.
PASSED AND ADOPTED this Gth day of October , 1988.
XAVI R ARE , MAYOR
ATTEST:
� hLet."
TY HIRAI
CITY CLERK
FINANCIAL REVIEW:
MV
CAALOWjPMOCIA, DIRECTOR
FINANCE OSPARTMENT
PREPARED AND APPROVED BY:
e 4 n4- a 7.
t-
ROBERT F. CLARK
CHIEF DEPUTY CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
I
4JUE U. E NANDE6
CITY TORD Y
-2-
•. s
BUDGET REVIEWS
O AR A, BRIMMR
MANAG D BUDGET
DEPART
41
CITY OF MIAMI. FLORIDA
INTER -OFFICE MEMORANDUM
TO Honorable Mayor and Members
of the City Commission
FROM Cesar H. Udio A
City Manager j
1�aJ
RECUMMENDATION:
DATE September 14, 1988 FILE
wuccT59th ASTA World Congress to
be held in Dade County/South
Florida October 22-27, 1989
REFERENCES.
ENCLOSURES.
It is respectfully recpmmended that the attached Proposed Resolution
be adopted allocating an amount not to exceed 4250,000 from Mastro Dade
Tourist tied Tax, �125,000 during FY 88-89 and ,125,000 during FY 89-
90, in support of the 59th ASTA World Congress to be held in Dade
County/South Florida, October 22-27, 1989.
BACKGROUND:
The ASTA World Travel Congress in South Floridd is the most important
annual meeting of the World Travel Industry with an expected atten-
dance of between 7,000 to 10,OUO travel officials generating 15 to 20
million dollars in expenditures.
Also, the ASTA World ''ravel Congress will help to familiarize travel
agents from all over the world with South Florida and the rest of the
Stott' .
It is our reconunendation tnat the attached Resolution be conuiaer"
for discussion and approval oy the City Commission.
Attacriments
F
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N T
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(LDBCII-10/87)
AMMUCAN SOCIETY OF TRAVEL AGENTS, INC.
ABTA World Travel Cc_:q_ass Master Agreement
This agreement sets forth the rights and obligations of the
American Society of Travel Agents, Inc. (ABTA) and The Greater
Miami Convention And Visitors Bureau and The Greater Miami Host
Committee, Inc. (the Hosts) with respect to the 59th ASTA World
Travel Congress (Congress) to be held in Miami, FL, October 22
through October 28, 1989.
ARTICLE I. HOTELS
A. Hotel Room Requirements
1. The Hosts shall make available to ABTA a minimum of 4000
deluxe and first class, climate controlled hotel sleeping rooms,
each with private toilet and tub or shower bath for the 6 nights
of October 22, 1989 through October 27, 1969 at hotels
designated by ASTA on the attached list (the participating
hotels).
2. Each of these hotel rooms will be held for ABTA without
charge, except as specifically provided herein under "B. Hotel
Room Payments," until 8:00 AM, October 24, 1989, unless released
by ASTA in writing prior to that t me After 8:00 AK, October
24, 1989, the participating hotels may release any unoccupied
rooms to the general public. Any of these rooms that have been
released to the general public but that remain unoccupied shall
be made available to ASTA World Travel Congress Delegates on the
same terms as rooms made available to Delegates arriving prior to
8:00 AM, October 24, 1989.
3. No participating hotel shall reduce the number of room
beinq held for ABTA on account of any cancellation received
directly from a Delegate, but shall immediately notify ABTA of
the Delegate's cancellation.
4. The participating hotels shall make available to each
Delegate the accommodations described above at the rate not to
exceed $50.00 single and double per night, inclusive of all
service charges and taxes, for a minimum of three nights
immediately prior to October 22, 1989 and three nights
immediately following October 27, 1989. Room charges for these
nights shall be the sole responsibilif—y of the Delegate and shall
not be billed to ASTA. 8$-912
IMIA Contract:_ 6/88
5. Included in all rooms made available to ASTA, 15 deluxe
sleeping rooms shall be made available to ASTA on a complimentary
basis, without any charge, for persons arriving about October 9,
1989, with additional deluxe sleeping rooms and su ttoo made
available as requested by ASTA through October 30, 1989. A
maximum of 250 deluxe sleeping rooms, includ ng 25 suites, shall
be and remain available to AST;. :.:.rough October 30, 1989. (The
majority of persons occupying the 250 sleeping rooms and the 25
suites will arrive approximately between October 22 through
October 30, 1989). There shall be no charge for additional
persons occupying these rooms or suites. Any charges for
laundry, cleaning, phone calls, food and beverages, and other
personal items shall be the responsibility of the occupant of
these rooms and shall not be billed to ASTA.
6. The Hosts shall also provide ASTA on a complimentary basis
without any charge, first class accommodations for not more than
40 persons engaged in planning activities in Miami at various
times, to be specified by ASTA, prior to the Congress.
7. Each participating hotel shall, each day before and during
the Congress, prepare and provide to ASTA a list, by room number,
of rooms then occupied by ASTA Delegates in that hotel. These
lists, and all other lists of Delegates, and all other data
regarding Delegates that is assembled by the Hosts or by any
participatinq hotel shall be the sole property of ASTA, and shall
be preserved in the strictest confidence and not be made
available to any other party except upon written authorization
signed by an authorized ASTA representative.
B. Hotel Room Payments
1. ASTA will pay directly to each participating hotel an
amount not to exceed $50.00, per night for each non complimentary
room occupied by a Delegate pursuant to an ASTA Confirmation of
Registration (C-of-R) during the nights of October 22, 1989
through October 27, 1989. These rates are nc�_u__sTvs of alT
applicable service charges and taxes, but exclusive of any
incidental charges such as personal laundry, telephone, food and
beverage service, and other personal items which shall be the
responsibility of each Delegate and not billed to ASTA.
2. ASTA will also pay directly to each participating hotel an
amount not to exceed $50.00, per night for each non complimentary
suite occupied by a Delegate during the nights of October 22
through October 27, 1989, but only if the participating hotel has
obtained ASTA's prior approval to assignment of a suite in lieu
of a room to that Delegate. The balance of the charges for suite
accommodations beyond the $50.00, rate shall be the sole
responsibility of the occupant o! that suite and shall not be
billed to ASTA. The number of rooms held for ASTA shall not be
reduced by more than 1 for each suite so assigned.
88-912
MIA Contract: 6/88
3. ASTA will pays directly to each participating hotel an
mount not to exAble
$50.00, for each of the nights of October 22
through October1989 for each room that the part�c —gating
hotel made avail to ASTA as part of the 4000 room commitment,
unless the room was released by ASTA in writing prior to 5:00 PM,
October 22, 1989 or the room was occupied.
4. ASTA will also pay directly to each participating hotel an
amount not to exceed $50.00, per night for each room that has
been reserved by written request from ASTA for arrival of persons
after October 22, 1989, whether or not occupied.
5. ASTA shall make all assignments of hotel space for -111
Delegates attending the Congress, and may assign rooms on a
single or double occupancy basis. ASTA will notify Delegates,
Hosts, and participating hotels of the assignments.
6. ASTA will pay directly to each participating hotel 40% of
the estimated sums due, on October 28, 1989, and the balance of
the actual sums due, upon verification by ASTA, within 60 days of
receipt of final bills supported by documentation, including each
Delegate's name, firm name, address, verified number of occupied
room/nights, Confirmation of Registration, copy of bill signed by
Delegate, and summary sheet with the Hotel's Delegate Folio on a
standard form to be provided by ASTA and breaking down the total
number of nights billed. Each participating hotel shall bill
ASTA only for accommodations for the nights of the Congress and
charges for which ASTA is responsible under this Agreement.
ARTICLE II. FACILITIES
1. The Hosts shall provide at no cost to ASTA suitable
climate controlled and lighted public space, meeting rooms,
offices, exhibit space and equipment, to accommodate all official
functions and operations.
2. Space, at the James Knight Center with furnishings and
operational equipment shall be made 0�ailable to ASTA on October
18, 1989 until 6:00 PM October 28, 1989.
a. This space shall include a credential claiming area, a
registration area, a message center, a Board/V.I.P.
Administrative and Lounge Area, ASTAVision/Congress Daily
offices, Congress administration offices, executive staff
office, Congress education and training offices, press
room offices, and committee meeting rooms.
b. The number and type of rooms and equipment shall be
determined by ASTA officials and the Hosts'
representatives.
3. In addition, the Hosts shall also make available, at no
cost to ASTA, commencing October 20, 1989:
NS--912
MIA Contract: 6/88
a. to Meeting rooms at the James Knight Center to
accommodate 150-400 people per room classroom style in
close proximity to one another, for ten education and
training seminars, according to a schedule to be provided
by ABTA.
The Plenary Session N::Qa, to accommodate about 5000
J' people for the opening ceremonies on October 22, 1989.
This space to be made available to ASTA from October 20,
1989 through October 29, 1989.
C. The James Knight Center for the Annual Meeting on
_ �)./October 23, 1989, General Sessions on October 24, 25 and
26, 1989 and Closing Session on October 27, 1989, to
accommodate about 5,000 people.
4. The Hosts will also make available at no cost to ABTA,
from midnight October 18, 1989 until 6:00 PM Saturday, October
28, 1989 Coconut Grove Exhibition Center, or a suitable site
agreeable to both parties, of at least 15o,0oo square feet of
appropriately lighted and climate controlled, unobstructed space,
for the ASTA Trade Show.
5. ASTA shall be provided at no cost, with the necessary
number of tables, chairs, desks, and equipment including
typewriters and typewriter stands not to exceed 50 electric
typewriters, 3 high speed photocopying machines, 2 telex
machines, 2 telefax machines, 2 electric calculating machines
with tapes, an adequate number of file cabinets, one safe, 25
walkie-talkies, appropriate partitions, stanchions, and ropes, as
specified by ASTA and such other facilities and equipment
specified by ASTA as is necessary to assure the successful
operation of the Congress. The Hosts agree to arrange for 15
telephones and lines for Congress officials and staff as
specified by ASTA. ASTA shall be responsible for the payment of
all long distance telephone calls made on these talaphones. In
addition, 4 telephones and lines for local use only shall be
installed in the Press Room as specified by ASTA.
6. Individuals using the telex and fax machines installed in
the Press Room, shall be responsible to make payment
independently of this Agreement and in no event shall ASTA be
responsible for telex charges unless otherwise specified and
authorized in writing by ASTA.
7. All audio visual and similar equipment for general
sessions, seminars, workshops and other official -functions shall
be provided at no cost to ASTA. The audio visual needs will be
determined by ASTA in agreement with Hosts as programming needs
are more clearly defined, with a ceiling on audio-visual expenses
of $125,000.
ARTICLE III. GROUND TRANSPORTATION
SS--9V
1. The Hosts shall provide at a total maximum cost to ASTA of
$4.50 par one way trip and $9.o0 per round trip per
MIA Contract: 6/88
OON
registered Delegate using this service, ground transportation for
arriving and departing Delegates from Miami International Airport
to each participating hotel. This service will begin for
arrivals at 8:00 AM, Friday,October 20, 1989 and will and at 6:00
PM, October 24, 1989. Service for departures will begin at 8:00
AM, October 27, 1989 and end at 6:00 PIN, October 29, 1989.
a. Printing of a sufficient number of transfer coupons
for all Delegates, at the Hosts expense, subject to ASTA's
prior approval.
b. Payment to the Hosts for ground transportation shall
be based upon the number of collected transfer coupons
presented to ASTA.
2. Round trip transportation for all delegates between
official Congress hotels and sites of all meetings and functions
designated by ASTA during the Congress shall be furnished by
Hosts at a maximum cost to ASTA of $21.00 per paid Delegate.
3. The Hosts shall operate frequent shuttle service from
12:00 noon to 6:00 PM, October 20, 1989, from 9:00 AM to 6:00 PM
October 21, 1989, and from 7:00 AM to 12 midnight, October 22
-27, 1989, according to a schedule specified by ASTA, and at no
additi no al cost to ASTA or Delegates.
ARTICLE IV. FUNCTIONS & EVENTS
1. The Hosts shall arrange, at no cost to ASTA, an official
reception honoring ASTA, October 23, 1989. All Delegates will be
invited to this Reception.
2. A "Final Gala," additional details of which will be
mutually agreed upon by ASTA and the Hosts will be held the
evening of October 27, 1989 at a maximum cost to ASTA of $22.00
per paid Delegate who attends this function, with the Hosts
bearing any additional costs.
a. This event will take place at a suitable location
agreeable to both parties, accommodating a total 0 4000
persons.
b. The Hosts, with the advice of ASTA, will provide
tickets for all Delegates to attend this function, and
arrange for these tickets to be collected from the
Delegates and guests at the entrance to the facility
provided.
c. ASTA agrees to notify the Hosts of the estimated
number of delegates and guests who will attend the "Final
Gala," not less than 48 hours prior to the hour and date
it is scheduled to begin.
SS--912
MIA Contract: 6/88
d. ASTA shall provide a final guarantee of the number of
persons who will attend the "Final Gala" not less than 36
hours before the data and hour it is scheduled to begin,
which will not vary more than 5% upward from the estimate
given 48 hours before the time and date of the function.
3. The Hosts shall provid. two half -days of sightseeing,
including transportation, at a maximum cost to ASTA of $S.00 per
half -day tour, $16.00 total for two (2) tours, per paid Delegate
who participates in this program as evidenced by a collected
ticket.
a. The Hosts will print sufficient sight-saeinq tickets
and brochures describing the program, in coordination with
ABTA. Printing and distribution of tickets and brochures
will be done at no cost to ASTA.
4. The Hosts will provide at least 2 morning Spouses'
Programs of cultural, educational, recreational and/or
entertainment events, at no cost to ASTA or participants.
ARTICLE V. OTHER SERVICES
1. At their own expense, the Hosts will provide ASTA with:
a. 10 clerks to stuff portfolios with Congress materials,
for 2 days during the week prior to Congress.
b. 10 clerks, on October 20, through October 27, 1989
for work in registration area.
c. 2 messengers with transportation for 10 days from
October 18 through October 27, 1989.
d. An adequate number, to be mutually agreed upon, at a
later date of security guards for 8 days from October 20
to October 28, 1969 to provide 24 hour protection for a1T
Congress areas including offices and Congress Trade Show
Exhibits, control ingress and egress from all Congress
areas at the direction of ABTA, and provide personal
security for designated ASTA officials and guests. It is
agreed that in case of emergency, City of Miami Police
will dictate policy.
e. 2 professional photographers to take photographs for
publicity purposes for a 7 day period from October 20,
through October 28, 1989. The first set of 8 inch x 10
inch pr nts of any photographs taken by these
photographers will be supplied to ASTA at no charge.
Additional prints shall be available to ASTA at a price to
be mutually agreed upon at a later date.
f. 5 experienced assistants for the Press Room from
October 20, through October 27, 1989.
g. 20 cars and 10 drivers to be on immediate call from
October 18, through October 28, 1989.
MIA Contract: 6/68
AOON ^
h. 5 typists as needed by ASTA for not more than 7 days
during the Congress.
i. Any sign painters, carpenters, electricians and other
workmen required to set meeting rooms and provide adequate
siqnaqe.
J. 25 persons to assist in operating scheduled events.
k. Printing of a sufficient number of official Programs
of Events of the Congress for each Delegate and Delegate's
spouse and sight-seeing brochures and tickets for the
programs. The official Program will be ready for
distribution by October 13, 1989. ASTA will provide all
the information to be contained in this booklet. This
item will be delivered at no cost to ASTA to a destination
to be specified by ASTA. The Hosts will have one page,
inside front and inside back, for its own use.
1. Printing of a sufficient number of "Delegate
Registries" and supplements for each Delegate, listing the
names of all Delegates attending the Congress. The format
and all information to be contained in the Registries will
be furnished by ASTA. This item will be delivered at no
cost to ASTA to a destination to be specified by ASTA.
The Hosts will have use of one page, inside front and
inside back, for its own use.
M. Not more than 3 mailings, including printing and
postage. In addition to the enclosures provided by ASTA,
for each mailing, the Hosts shall prepare and print at
their own expense a different promotional brochure for
each of the mailings, and a map showing the location of
each hotel and the distance between each hotel and the
Congress site. All brochures and maps must be approved by
ASTA prior to printing. These items will be delivered at
no cost to ASTA to a destination to be specified by ASTA.
n. The Hosts shall also provide ASTA with 2000 additional
copies of each of the promotional brochures and of the map
as well as envelopes or folders approved by ASTA into
which the mailings may be inserted. All costs relating to
thue promotional mailings, except the cost of providing
registration forms shall be the responsibility of the Q
Printingparagraphs - All printin included in k. thrqh
n. will
o�Tah
be at a maximum cost to the Host Committee of USD $150,000.
However, it is agreed that ASTA and the Host Committee will work
together to obtain sponsorship for other in -kind services so that
if need be additional monies could be allocated for the
promotional mailing.
o. A musical ensemble to play the United States National
Anthem and other musical selections required AST& t
the Opening Plenary Session. �-z
ul
p. Promotion of the Congress Area with appropriate signs,
banners, etc.
MIA Contract: 6/88
q. Appropriate signs for directional and identification
purposes, for the Registration Area, at the Congress site,
the airport, shuttle service points, and other locations
as specified by ASTA.
r. A color guard, and flags to present and display the
United States flag at ..:a. opening Plenary Session and
Closing Session of the Congress.
S. Space suitable for display of selected photographs of
ASTA Delegates taken at social functions during the
Congress.
t. The Hosts in coordination with ASTA, shall provide to
ASTA 9000 portfolio cases in Miami,FL one week prior to
the opening of the Congress, such portfolio cases suitable
for carrying all of the authorized information and
literature distributed to Delegates at the time of
registration. All such enclosures must be approved by
ASTA.
U. Twenty first class, and twenty business class,
positive space, round trip air tickets on regularly
scheduled carriers acceptable to ASTA for travel to Miami,
Florida from the U.S. points of ASTA's choice, to be used
at ASTA's discretion, at various times, during the
planning period by no more than forty staff and key
officials for ASTA to prepare for the Congress.
V. 35 first class, and 115 business class, positive
space, round trip air tickets on regularly scheduled
carriers acceptable to ASTA for travel to Miami, Florida
from U.S. points of ASTA's choice for ASTA staff,
consultants, and quests attending the Congress.
w. The Hosts shall also provide, at no cost to ASTA, upon
60. days written notice being given before each onward or
return shipment, air transportation for ASTA Congress
materials (of weight not exceeding S tons). The Hosts
shall also provide land transportation in Miami, Florida
for ASTA Congress materials between the afijZ—ri and any
official Congress hotel specified by ASTA. It is
understood that a minimum of 10 trunks of this shipment
■ust be dispatched on a positive space basis, on the
aircraft designated by the Hosts. The remaining shipant
may be dispatched, depending on the availability of space
on aircraft designated by the Hosts.
ARTICLE VI. PROMOTIONAL ACTIVITIES
1. The Hosts' promotional activities on behalf of the
Congress shall include:
a. Assisting ASTAVision in setting up a television and
radio program as appropriate, all equipment,
installations and operation to be paid for by ASTA or its
affiliates. H�-912
MIA Contract: 6/88
b. Exercising their best efforts to have the week of the
Congress declared "ABTA WEEK" by appropriate governmental
bodies to focus public attention on the econouic,
cultural, social, and political importance of travel.
C. Requesting the attendance of public officials and
other prominent persons �., I:onor ASTA by their presence at
the Congress, especially at the opening Plenary Session
and the Closing Session of the Congress.
2. Should any organization or firm contact the Hosts
regarding promotion or activities they wish to conduct in
conjunction with the Congress, no arrangements will be confirmed
until ASTA has been advised and has officially approved that
promotion or activity, in wri i
3. The Hosts shall-ewge orelistribution, without any cost
to ASTA or the Host Committee, of the ABTA Congress Deily, which
is the only official publication for the Congress and is
distributed each morning under the door of each Delegate's room.
ARTICLE VII. SECURITY
1. Security for the Congress and Congress participants shall
at all times be the sole responsibility of the Hosts which shall
take all necessary measures to assure the safe and secure
completion of all Congress events.
2. In addition, the Host shall immediately advise ASTA of any
specific threat or threats to the security of the Congress of
which it becomes aware, an take such additional measures,
including the assignment of additional security guards, as are
necessary, after consultation with ASTA, to assure the safe and
successful operation of the Congress and the safety of its
Delegates, staff, and guests.
ARTICLE VIII. INSURANCE
1. ASTA shall procure, effective January 1, 1989, at the
Hosts' expense, Comprehensive Liability Insurance coverage which
shall include bodily injury, personal injury, and completed
operations and property damage liability coverage, including
broad -form contractual liability insurance, for claims arising
out of, or related to, the Congress, and shall designate ASTA as
an additional named insured. The insurance policies shall require
60 days prior written notice by the insurance carrier to ASTA of
any cancellation or of any material change in the insurance. The
insurance coverage shall conform generally to the following
schedule: All forms of insurances paid by Host will not exceed
$75,000.00. Any additional insurance expense will be paid by
ASTA.
(1) From January 1, 1989 until 60 days prior to Congress, a
single limit coverage in the amount of $1,000,000.
H8-912
(2) From 60 days to 7 days prior to October 22, 1989, and for
30 days after October 28, 1989, a single limit coverage in the
amount of $2,000,000.
(3) From October 14, 1989 through October 28, 1989 a single
limit coverage in the amount of 520,000,000.
2. ASTA shall also procure at the Hosts' expense, Convention
Cancellation Insurance at a maximum cost to the Hosts of $60,000.
ARTICLE IX. ADMINISTRATION AND SETTLEMENT
1. ASTA retains the sole right to produce or authorize the
production of, television or radio programs covering Congress
events, or to record Congress events on video or audio tape for
subsequent distribution.
2. ASTA retains the sole right to authorize or refuse
admittance of any person to any Congress area or activity.
3. The Hosts agree to hire all contractors, vendors and
others necessary to the performance of all functions for which
they are responsible under the terms of this Agreement, and to
hold ASTA harmless against any losses incurred by ASTA or any
Delegates as a result of the wrongful acts, negligence, omissions
or other failures of any of the contractors, vendors or others
hired by the Hosts.
4. Should the Hosts, or other parties for whom the Hosts are
responsible, including but not limited to, Congress hotels, fail
in the opinion of ASTA, to provide any of the services, space,
materials and/or equipment for which they are obligated under
this Agreement, ASTA will notify the Hosts and request then to
provide these services, space, materials and/or equipment within
a reasonable period of time. Should the Hosts fail to provide
these services within a reasonable time of this notice, ASTA,
upon written notice to the Hosts, will provide the services,
space, materials and/or equipment and deduct from the final
settlement with, or payment to, the Hosts the actual costs of
providing such services, space, materials and/or equipment plus
an amount equal to ten percent of the actual cost, to cover
administrative costs.
5. Payment of any sums due from ASTA to the Hosts under this
Agreement may be made payable to The Greater Miami Convention And
Visitors Bureau or The Greater Miami Host Committee, Inc.,
wh chever Ts agreeable to both parties.
6. Any notices or Communications with At a Hosts must b�
addressed to Tony Pajares; City of Miami. ,, ,�XYA
7. ASTA will pay 408 of the estimated sums ue th �7S s
October 28, 1989, and the balance of the actual sums due, upon
verification by ASTA, within 60 days of receipt of final bills
supported by documentation including collected coupons for ground
transportation and sight-seeing and collected Final Gala tickets.
N9--912
MIA Contract: 6/68
-- s
OWN
S. The Hosts shall be responsible for settlement with all
suppliers and contractors, and shall hold ASTA harmless for any
claims made by suppliers and contractors engaged in activities in
connection with the Congress.
9. The use of two dates, amounts, or numbers separated by a
dash or hyphen (-) shall mean t�+ first such date, amount or
number through and inclusive of the second such date, amount or
number.
ARTICLE X. CANCELLATION AND INDEMNIFICATION
1. It shall be within tle sole discretion of the ASTA Board
of Directors, or of its Executive Committee, to assess the risk
of injury or damage caused by the occurrence of extraordinary
circumstances such as any act or threatened act of terrorism,
sabotage, hijacking, kidnapping, bombing, assault, revolution,
acts of God, fires, explosions, earthquakes, floods, the weather,
volcanic eruptions, strikes, riots, civil commotions, epidemics
or other events that could injure persons or property, and
determine whether to cancel, interrupt, relocate or limit the
Congress. Both parties to this Agreement will exercise all
reasonable efforts to reduce or eliminate such risks.
2. In the event the Congress is so cancelled, interrupted,
relocated or limited, the Hosts shall return to ASTA all funds
previously forwarded by ASTA, and all obligations of ASTA under
this Agreement shall cease.
3. The Hosts shall also indemnify and hold ASTA harmless
against all loss, cost, or damage on account of any injury to
persons or property, and against any and all profits lost, and
expenses incurred, by ASTA, resulting from cancellation,
interruption, relocation or limitation of the Congress.
ARTICLE XI. GENERAL PROVISIONS
1. No waiver by either party of any condition, tern or
provision of this Agreement shall be deemed to be a waiver of a
preceding or succeeding breach of the same or any other
condition, term or provision.
2. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their respective successors and
assigns, except that no rights under this Agreement may be
assigned by either party (except to a parent, subsidiary or co -
owned company) without prior written approval of the other party.
Consent to such assignment will not be unreasonably withheld.
3. It any provision of this Agreement is held invalid under
any applicable statute or rule of law, such invalidity shall not
affect other provisions of this Agreement which can be given
effect without the invalid provisions, and to this and the
provisions of the Agreement are considered to be severable.
N9-912
MIA Contract: 6/88
r..
O*k W.
Nevertheless,
to the extent
- the parties.
the invalid provision or clause shall be construed,
possible, in accordance with the original intent of
i. Any dispute arising under this Agreement shall be settled
by binding arbitration under the auspices and the then written
rules of the American Arbitret:Dn Association, and judgment may
be entered on any award in any court having jurisdiction. Any
such arbitration shall be held in Washington, D.C. In no event
shall the demand for arbitration be made after the date when
institution of legal or equitable proceedings based on such
claim, dispute or other matter in question would be barred by the
applicable statute of limitations.
5. This Agreement is governed by, and interpreted in
accordance with, the law of the Commonwealth of Virginia.
6. The Hosts and each of them hereby expressly and
unconditionally waive any defense of sovereign immunity in
connection with any action arising out of, or in connection with,
this Agreement and the Congress.
7. The provisions of this Agreement constitute the entire
Agreement between the parties, and supersede all proposals oral
or written, all previous negotiations and all other
communications between the parties with respect to its subject
matter. No oral modification is binding on either party.
S. All amounts, prices, terms and conditions of this
Agreement are confidential and all parties will use their best
efforts not to reveal the terms of this Agreement to anyone other
than the portion to this Agreement without prior consent of ASTA,
except as may be required by law.
9. The headings used in this Agreement are included for the
convenience of the parties and are not to be construed as part of
the substance of this Agreement.
10. This Agreement may be executed in counterparts, and when
each party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original, and
when taken together with other signed counterparts, shall
constitute one Agreement, which shall be binding upon and
effective as to all parties.
88-912
MIA Contract: 6/86
[�Ml
By signinq below, each signatory warrants his or her authority
to bind his or her principal.
For: Anerican Society of Travel
Aqents, Inc.
W Shockley
( ate )
Executive Vice President And
ChiefOvorat na Officer
(Position)
For: Me Hosts
r'.
George Kirkland
(Name)
President of The Greats
N ani Convent on An
V s tors Bureau
(Position)
July 6, 1988
(Date
(S gnatur _-
Monty Trainor
(Nana)
Chairman of Greater Mimi__
most Comm ttes
( ston)
July 6, 1988
(Date)
For: The Hosts
Af 11'e X", '-Y
' (S ighattirs )/
.1
Julius J. Shepard
(Ram)
President of Greater Mimi
Host Cots ttes
( • t on
July 6, 1988
(Date)
This agt:rssent is not valid until executed by all parties.
KU Contract:
ti