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HomeMy WebLinkAboutR-84-1104975 1t1:SOLUTION NO. 841 4 A RESOLUTION ALLOCATING AN AMOUNT NOT TO EXCEED $50,000 FROM THE SPECIAL PROGRAMS AND ACCOUNTS CONTINGENT FUND, TO SUPPORT THE PROGRAM OF THE INSTITUTE FOR SETTLEMENT OF INTERNATIONAL COMMERCIAL DISPUTES, INC. FOR A STUDY TO DETERMINE THE POTENTIAL MARKET IN LATIN AMERICA AND OTHER SELECTED GEOGRAPHIC AREAS TO USE MIAMI AS A CENTER FOR THE SETTLEMENT OF INTERNATIONAL COMMERCIAL DISPUTES; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH SAID ORGANIZATION TO IMPLEMENT THE HEREIN ALLOCATION. WHEREAS, the Institute for Settlement of International rcial Disputes, Inc. has requested from the City of Miami a for a marketing study to generate demand in Latin America then selected geographic areas to use the City of Miami as a r for Settlement of International Commercial Disputes; and WHEREAS, the Institute should have the effect of expanding international trade in this area, as well as giving the City of Miami international attention, renown and prestige; and WHEREAS, the recently created City of Miami International Trade and Development Committee unanimously passed a motion at its September 19, 1984 meeting recommending that the City of Miami Commission appropriate the sum of $50,000 to support a marketing study and the initial capital required to bring this project into existence; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. An amount not to exceed $50,000 is hereby allocated from the Special Programs and Accounts Contingent Fund, .to support the program of the Institute for Settlement of aft i IN -1 w; I International Commercial Disputes, Inc. for a study to determine the potential market in Latin America and other selected geographic areas to use Miami as a center for the settlement of international commercial disputes. Section 2. The City Manager is hereby authorized to execute 1/ an Agreement; in a form acceptable to the City Attorney, with said organization, to implement the herein allocation. PASSED AND ADOPTED this loth day of October , 1984. Maurice A. Ferre MAURICE A. FERRE, MAYOR ATTEST: PREPARED AND APPROVED BY: ROBERT F. CAR DEPUTY CITY ATTORNEY APPROVED T OR ND C RRECTNESS: LUCrA A. DOUGHERTY9 CITY ATT RNEY l/ Said Agreement shall provide that Blacks and Hispanics be included in staffing, development of policy and N implementation. ;;:; 1 t4- t M vK �r s This Agreement entered into this day of , 19840 by and between the City of Miami, a municipal corporation of Dade County, Florida, hereinafter referred to as "CITY", and THE INSTITUTE FOR SETTLEMENT OF INTERNATIONAL COMMERCIAL DISPUTES, INC. a not for profit corporation of the State of Florida, hereinafter referred to as "GRANTEE". WITNESSETH: WHEREAS, pursuant to Resolution No. , the City Commission allocated an amount not to exceed $500000 in support of the program of the Institute for Settlement of International Commercial Disputes, Inc. for funding a marketing study to determine demand for such Institute in Latin American and other selected geographic areas; to use the City of Miami as a Center for Settlement of International Commercial Disputes; and establishing the Institute in the City of Miami; and authorizing - _ the City Manager to execute an Agreement between the CITY and the GRANTEE. NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto* understand and agree as follows: DEFINITIONS: MARKETING STUDY Program of the Institute for Settlement of Interna- tional Commercial Disputes, Inc. for a marketing°study to generate demand to use Miami as a Center for Set- <<' tlement of International Commercial Disputes DED Department of Eoononio - Development, to serve as Contract Manager r. I • �- TERM: The term of this Agreement shall commence on the day of execution by the City Manager and shall terminate one year later. II. i SCOPE OF SERVICES: ` i GRANTEE'S scope of services will include: 1) The GRANTEE shall prepare, coordinate and supervise the marketing study. 2) The GRANTEE shall prepare a work program and timetable of activities which shall be attached hereto and made part of this Agreement (Exhibit 1). 3) The GRANTEE shall incorporate in all promotional materials the City of Miami as co-sponsor of the marketing study and the Institute. 4) The GRANTEE shall prepare and submit to the City through the DED reports on a monthly basis, from the date of the execution of this Agreement regarding the status and progress of the work program for the marketing study. 5) The GRANTEE shall prepare and submit to the City through the DED a final report within thirty days of the termination of the marketing study, making an evaluation of the study, the conclusion they have arrived and expected benefits to be received by the City as a result of this Agreement. COMPENSATION: A. CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to Paragraph 11 hereof ,,,the amount of $50,000 as reflected in the line item budget ;n 3R. Y that is attached hereto and wade pert ofthe Agreement (Exhibit 2). _ t r i s TERM! The term of this Agreement shall commence on the day of execution by the City Manager and shall terminate one year later. SCOPE OF SERVICES: GRANTEE'S scope of services will include: 1) The GRANTEE shall prepare, coordinate and supervise the marketing study. 2) The GRANTEE shall prepare a work program and timetable of activities which shall be attached hereto and made part of this Agreement (Exhibit 1). 3) The GRANTEE shall incorporate in all promotional materials the City of Miami as co-sponsor of the marketing study and the Institute. 4) The GRANTEE shall prepare and submit to the City through the DED reports on a monthly basis, from the date of the execution of this Agreement regarding the status and progress of the work program for the marketing study. 5) The GRANTEE shall prepare and submit to the City through the DED a final report within thirty days of the termination of the marketin stud Makin an v 1 ti a ua on of the study, the conclusion they have arrived and expected benefits to be received by the City as a result of this Agreement. i COMPENSATION: A. CITY shall , p pay GRANTEE as maximum compensation for the services required pursuant to Paragraph II hereof, the amount of $50,000 as reflected in the line tem'bud$et` that is attached hereto and made part of the Agreement (Exhibit 2). ;¢ r: y, �a f S �f�� 4 Sit .,} sVta r B. Upon execution of this Agreement and with a written request from the GRANTEE, the CITY shall advance 1/6th I of the appropriated funds to the GRANTEE. It is understood that within ten (10) working days after execution of this Agreement by both parties and upon approval of the advance request, the GRANTEE will be eligible to receive payment of one sixth or $8,333.33 of the total contract amount of $50,000. Prior to final reimbursement of fiscal year, verification for the initial advance must be submitted. All payments shall be reimbursements for expenditures incurred only in the contract period, and in compliance with a previously approved line -item budget. Such written request shall contain a statement declaring and affirming that all disbursements were made in accordance with the approved budget. All documentation in support of such request shall be submitted to the CITY at the time request is made and all invoices are required to be paid by the GRANTEE prior to submission. All reimbursements must be in line -item form and be in accord with the Agreement. All expenditures must be verified by original invoice with a copy of the non -cancelled check which was used to pay that specific invoice. In case than an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories will be accepted as a line -item in a budget. Request for line -item changes are allowable, with prior review and approval by the CITY C. Requests for payment shall be made on a monthly basis. 4i Reimbursement requests shall be submitted no later than 4 411!1� thirty (30) days after the last date covered by suo request. Reimbursement requests for expenditures incurred during the life of the Agreement shall not be �. z -3- #f= �- honored unless received by the CITY within 30 days following the expiration date of the Agreement. D. The CITY shall have the right to review and audit the time records and related records of the GRANTEE pertaining to any payments by the CITY. IV. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Both parties shall comply with all applicable laws, ordinances and codes of Federal, State and local governments. V. GENERAL CONDITIONS: A. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the part at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI 3500 Pan American Drive Miami, Florida 33133 CONTRACTOR c/o International Center of Florida 800 Douglas Entrance Suite 211 Coral Gables, F1 33134 B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any Y <yi attached documents, the terms of this Agreement shall rule. D. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. °? h� ��T i honored unless received by the CITY within 3u Gays following the expiration date of the Agreement. D. The CITY shall have the right to review and audit the time records and related records of the GRANTEE pertaining to any payments by the CITY. IV. COMPLIANCE WITH FEDERAL,_STATE AND LOCAL LAWS: Both parties shall comply with all applicable laws, ordinances and codes of Federal, State and local governments. V. GENERAL CONDITIONS: A. All notices or other communications which shall or me be given pursuant to this Agreement shall be in writir and shall be delivered by personal service, or t registered mail addressed to the part at the addre: indicated herein or as the same may be changed from tit to time. Such notice shall be deemed given on the d; on which personally served; or, if by mail, on the fifl day after being posted or the date of actual receip' whichever is earlier. CITY OF MIAMI CONTRACTOR 3500 Pan American Drive c/o International Center Miami, Florida 33133 of Florida 800 Douglas Entrance Suite 211 Coral Gables, F1 33134 B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. -- C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall rule. D. No waiver or breach of any provision of this Agreement41 shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. t z� VI OWNERSHIP OF DOCUMENTS: All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to Paragraph II hereof and shall become the property of the CITY, without restriction or limitation on its use. GRANTEE agrees that all documents maintained and generated pursuant to this contractual relationship between the CITY and GRANTEE shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any information, writings, maps, contract documents, reports or any other matter whatsoever which is given by the CITY to the GRANTEE pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by GRANTEE for any other purposes whatsoever without the written consent of CITY. VII. NONDELEGABILITY: That the obligations undertaken by GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such service or any part thereof by another person or firm. VIII. AUDIT RIGHTS CITY reserves the right to audit the records of GRANTEE at any time during the performance of this Agreement and for a period of one year after final payment is made under thin Agreement. Prior to the release of any funds to the GRANTE;Et the GRANTEE shall provide the CITY a letter from an Independent .:r Certified Public Accountant (CPA) which established that the y +h t t GRANTEE's internal controls are adequate to safeguard its assets and properly reconcile accounting transactions. The CITY will not release any funds to the GRANTEE prior to receipt of this letter. The CITY will audit all GRANTEES receiving $15,000 or more. All GRANTEES receiving $25,000 or more agree to submit to the City's Department of Community Development an independent audit, by a certified public accountant, which must include the expression of an opinion on the financial statements and accounts of funds. Said audit shall be submitted to the City's Department of Community Development no later than ninety (90) days after the termination of this Agreement or final receipt of CITY funds, whichever is applicable. IX. AWARD OF AGREEMENT: The GRANTEE warrants that it has not employed or retained - any person employed by the CITY to solicit or secure this - Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or - resulting from the award of this Agreement. X. CONSTRUCTION OF AGREEMENT: This Agreement shall be construed and enforced according to k the laws of the State of Florida. ==z. XI. =s SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties herein; zr their heirs, executors, legal representatives, successors, slid assigns. XII. INDEMNIFICATION: The GRANTEE shall indemnify and save CITY harmless froji�,ghd `r against any and all o aims, liabilitieal losses and oauses of action which may arise out of GRANTEE'S activities under this a td"l t Y'irWy Agreement, including all other acts or omissions to act on the part of GRANTEE'S, including any person acting for or on its behalf, and, from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. XIII. CONFLICT OF INTEREST: The GRANTEE is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. The GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, in this Agreement. The GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of the GRANTEE or its employees, must be disclosed in writing to the CITY. The GRANTEE, in the performance of this Agreement, shall be subject to the more restrict law and/or guidelines regarding conflict of interest promulgated by federal, state or local government. XIV. INDEPENDENT CONTRACTOR: The GRANTEE and its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY, or any rights generally afforded classified or unclassified employees;'prth.er a} he/she shall not be deemed entitled to the Florida Worke v Compensation benefits as an employee of the CITY. xa XV. Agreement, including all other acts or omissions to act on the part of GRANTEE'S, including any person acting for or on its behalf, and, from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. CONFLICT OF INTEREST: The GRANTEE is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article Y), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. The GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, in this Agreement. The GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of the GRANTEE or its employees, must be disclosed in writing to the CITY. The GRANTEE, in the performance of this Agreement, shall be subject to the more restrict law and/or guidelines regarding conflict of interest promulgated by federal, state or local government. XIV. INDEPENDENT CONTRACTOR: The GRANTEE and its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY, or any rights generally afforded classified or unclassified employees; further he/she shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of the CITY. Xv. r w.7 TERMINATION OF CONTRACT: CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to Paragraph II hereof without penalty to the CITY. In that event, a sixty (60) day notice of termination of this Agreement shall be in writing to the GRANTEE, who shall be paid for those services performed prior to the 60th day after its receipt of the notice of termination. In no case, however, will CITY pay the GRANTEE an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the GRANTEE that any payments made in accordance with this Section to the GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If the GRANTEE is in default, then the CITY shall in no way be obligated and shall not pay to the GRANTEE any sum whatsoever. XVI. NONDISCRIMINATION: The GRANTEE agrees that it shall not discriminate as to race, sex, color, creed or national origin in connection with its performance under this Agreement. XVII. MINORITY PROCUREMENT COMPLIANCE: The GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 9775, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. XV._ III. CONTINGENCY FUND: Funding for this Agreement is contingent on the availability of funds and continued authorization► for program activities and is subject to amendment or termination due to look of funds, or authorization, reduction of funds, and/or change in regulations. XIS. DEFAULT PROVISION.: In the event that the GRANTEE shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to the GRANTEE may cancel and terminate this Agreement, and all payments, advanced or other compensation paid to the GRANTEE by CITY while the GRANTEE was in default of the provisions herein contained, shall be forthwith returned to CITY. XX. BONDING AND INSURANCE: a) During the term of this Agreement, the GRANTEE shall maintain bonding and insurance coverages in amounts as determined by the Risk Management Division of the CITY. Whenever applicable, the CITY shall be named as an additional insured. b) The GRANTEE shall furnish certificates of insurance and bonding, as required, to the CITY prior to commencing any activities under this Agreement. XXI. ASSURANCES AND CERTIFICATIONS: = The GRANTEE assures and certifies that: a) All expenditures of funds will be made in accordance with the proposal and Line Item Budget (both of which are attached as Exhibits 1 and 2), approved by the City Commission. 'r`4 =a b) CITY funds will not be co -mingled with any other funds, and that separate bank accounts and accounting records will be maintained. e) The expenditures of CITY funds will be properly documented and such documentation will be maintained. d) Periodic progress reports as requested by the CITY will be provided. 3 _ e) The GRANTEE will be personally liable for any CITY funds expended that were not consistent with the program approved by K} w 4 �s • XIX. r�W �Y DEFAULT PROVISION: In the event that the GRANTEE shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to the GRANTEE may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to the GRANTEE by CITY while the GRANTEE was in default of the provisions herein contained, shall be forthwith returned to CITY. XX. BONDING AND INSURANCE: a) During the term of this Agreement, the GRANTEE shall maintain bonding and insurance coverages in amounts as determined by the Risk Management Division of the CITY. Whenever applicable, the CITY shall be named as an additional insured. b) The GRANTEE shall furnish certificates of insurance and bonding, as required, to the activities under this Agreement. ASSURANCES AND CERTIFICATIONS: CITY prior to commencing any XXI. The GRANTEE assures and certifies that: a) All expenditures of funds will be made in accordance with the proposal and Line Item Budget (both of which are attached as Exhibits 1 and 2), approved by the City Commission. b) CITY funds will not be co -mingled with any other funds::,. and that separate bank accounts and accounting records will be maintained. c) The expenditures of CITY funds will be properly documented and such documentation will be maintained. d) Periodic progress reports as requested by the CITY will be provided. e) The GRANTEE will be personally liable for any CITY funds expended that were not consistent with the program approved by 5'Y 0 11 the City Commission or any funds expended not in accordance with proper accounting standards as determined by competent auditing authority. f) No activity under this Agreement shall involve political activities. g) The GRANTEE possesses legal authority to enter into this Agreement; a resolution, motion or similar action has been duly adopted or passed as an official act of the GRANTEE'S governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the GRANTEE to act in connection with the GRANTEE and to provide such additional information as may be required. XXII. AMENDMENTS: No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names by their duly authorized officers and the corporate seals to be affixed hereto, all as of the day and year first above written. CITY OF MIAMI, a municipal Corporation of the State of Florida ATTEST: RALPH G. ONGIE, CIT By CLERK OWAR V. G RY, CITY MAN ER GRANTEE: Institute for Settlement of International Commercial Disputes; Inc. ATTEST: Corporate Secretary Vy rest ent (Corporate Seam APPROVED AS TO INSURANCE REQUIREMENTS _10_ -- N APPROVED AS TO FORM AND CORRECTNESS: L CIA A. DOO ERTY, CITY ATTORNEY -11- To: Howard V. Gary City Manager FROM= Charlotte Gallogly� Director �i Department of Economi Develo DATE: September 27, 1984 SUSACT: Institute For The Settlement Of International Commer- cial Disputes, Ina. REFERENCEs' October 10th Commission nt ENcLosuREs: Agenda "It is recommended that the City Commission approve the attached resolution authorizing the City Manager to execute an agreement between the City of Miami and the Institute for the Settlement of International Commercial Disputes, Inc. for the preparation, coordination and supervision of a study to determine the potential market in Latin America and other selected geographic areas of Miami serving as a center for the settlement of international commercial disputes; with funding in the amount of $50,000 being available in the Special Programs and Accounts Contingent Fund." The International Center of Florida (ICF) is in the process of establishing an Institute for the Settlement of International Commercial Disputes (ISICD). This Institute, which is already incorporated as a non-profit Florida corporation, will be %edieated to the rapid, amicable and economic settlement of international commercial disputes through internationally accepted procedures of advice, conciliation, mediation, arbitration and alternate dispute resolution techniques." It should be noted that during the past two to three years, the ICF has been successful in obtaining in -kind support of various local "T public and private entities to evaluate the feasibility of this project. As the attached report (Attachment I) indicates,, the support that has been obtained is estimated to have a monetary value of more than $80,000. j F 14 a. s .k In general, all studies have concluded that the ISICD would be a most needed and viable project for this area. The next step towards the realization of this project requires that a study be performed to identify the potential markets in Latin America and other selected geographic areas for the ISICD, as well as to define the type of marketing campaign that should be developed in order to sell ISICD's services in the selected countries. To this end, the ISICD is requesting an amount of $50,000 from the City of Miami to conduct such a study. The funds would be utilized as follows: Cost of Study: $409000 Cost of Clerical Assistance Related to the Project: $10,000 Total $509000 It should be noted that on September 19, 1984, the recently created City of Miami International Trade and Development Committee (ITDC) unanimously passed a motion recommending that the City of Miami Commission appropriate the sum of $50,000 to support such a marketing study and the initial capital required to bring this project into existence. Further, the ITDC made it explicit in its motion that over $80,000 of matching funds had been provided up front for the ISICD. It is recommended that funding in the amount of $50,000 be provided _ for this study so that we can come one step closer towards the realization of the ISICD. The obvious advantages of such a project to Miami are as follows: — 1) It should contribute t the expansion of international trade in this area by significantly reducing the fear of —_ international disputes. The fact that the ISICD will be located in Miami is expected to encourage domestic traders to enter the international marketplace, -and may even attract non— resident exporters and importers to locate in Miami. 2) It should increase the business of such local service industries as law, accounting, education, insurance, and Y tourism.} 3) It will give the City of Miami international attention, renown and prestige. ISICD's Board of Governors, comprised of highly 2 respected international figures, will periodically meet in Miami to settle disputes. Thus, the City of Miami will become a focus of international attention and its archives will provide a rich source of information for students and governments interested in problems affecting international trade and commerce. CG/AR/ju Attachments 2, ATTACHMENT I INSTITUTE FOR SM71MMT OF INTERNATIONAL CAMNt MIAL DISWM PROSPECTUS Introduction and Synopsis The International Center of Florida is in the process of establishing an Institute in the Miami area for the rapid; amicable and economic settlement of international commercial disputes through internationally -recognized alternate dispute resolution- techniques including conciliation, mediation and arbitration. The Center has gathered preliminary evidence that such an Institute could encourage an expansion of international commerce as well as increase the efficiency of current trade flows. An Institute in the Miami area would be competitive with similar existing or future institutions and would considerably enhance this region's reputation,as an increasingly important center for International commerce. At present, the International Center of Florida is coordinating several working groups and research projects to ensure that the Institute, from its inception, is structured to provide alternative, neutral, and efficient ways to resolve international commercial disputes. The Center has also developed preliminary ideas about the Institute's organization to help the various working groups develop a common vision of the objective and to provide a basis for further refinement. Background The fear of disputes arising in the course of international commerce is a serious constraint to world trade. Many potential exporters and importers, familiar with the disputes that frequently arise in domestic trade and the costs of resolving them, simply despair at the increased complexities encountered in trading across national boundaries. National courts, following widely differing legal systems, are often' ill -suited and in many cases unacceptable forums for the settlement of such disputes. Unfamiliarity with the language. customs and legal procedures of the other country and the fear that any dispute could become subject to discriminatory legal procedures are inhibiting factors for both sides of a potential international transaction. Futhermore. these uncertainties loom larger to those who are considering transactions with countries in which they have never before done business and particularly to those who have never traded internationally at all. In short, the fear of international commercial disputes not only restricts the activities of all international traders, it most seriously constrains the new and the new -to -market businessmen to whom most nations look for the most significant Increases in international trade. Conciliation, arbitration and other extrajudicial dispute settlement procedures are well designed to allay the fears of potential international traders and to improve the efficiency of existing trade. In fact, these procedures have been applied to International commercial disputes for some time. Today there is a wide array of associations, rules of procedure and conventions designed to allow international traders to settle their disputes fairly in a technic business -oriented sense. For many, however, these existing bodies and rules are &iknows, too narrowly focused, or suffer from now of the same drawbacks as litigation;, i.e., they are not neutral as to nationality, the cases go on too long and they are too expensive. io Pr� 1 The Miami areas geographic location and its reputation as a major gateway. into and among. the America'sl its international professional community and the growing number of its residents involved in international commerce are Miami's main attributes aw a potential site for a new forum. Furthermore, International Center members have been discussing for more than two years possible Center sponsorship of an Insititute for Settlement of International Commercial Disputes, and a separate group of Miami attorneys is about to finish drafting new legislation that will sake Florida one of the most attractive states in the Union in which to resolve such disputes extrajudicially. The benefits of such an Institute to the hosting community are manifold: The Institute, of course, is of immediate benefit to Miami -based international businessmen and women who need its services. An active Institute will also provide increased demand for local services by those who visit the area to use it. More generally, there are benefits that accrue to the entire community from increased international attention, renown and prestige. In short, the benefits of an Institute to world trade and to the local community, and the head start that Miami has over other areas in establishing such an Institute here have convinced the International Center to make every effort to make it a reality. Under the Center's aegis, groups of scholars. businessmen and legal experts are analysing pertinent laws, codes, international conventions and rules of procedure to recommend the best systems for the Institute's operations. Other groups are analyzing the financial implications and studying potential demand. The primary objective of this research is to ensure that the Institute will offer to international businessmen throughout the world the most neutral, efficient, flexible, and economical commercial dispute settlement facility in the world. The Institute will cover the broadest range of disputes involving international businessmen from every geographic area hnd will offer a wide range of alternative dispute settlement techiques. Given South Florida's pre-eminence as an inter -American commercial crossroads, it is expected that the Institute will be particularly attractive to international traders active in the American markets. Accordingly, the Institute's initial publicity efforts will focus on this hemisphere. Present Status , While this research is going on, International Center staff and members are devoting increasing time to coordinate and develop new lines of inquiry and to search for a permanent staff, auxiliary persormel and an appropriate site for the Institute. The Center has also developed an ostline'of the Institute Ia organization and mw4thod of operations. Although these preliminary ideas may well be modified in light of the outcome of current studies, they do provide a common view of our objective. r ----.r-- Backst�round_ The use of arbitration* to aettle international and domestic trade disputes has shown a significant upward trend over the past several decades. For all commercial disputes, arbitration usually is such cheaper than litigation, it takes less time, and is generally not subject to appeals. Arbitration of international trade disputes has additional advantages vis-a-vis litigation: -- it is neutral as to the nationality of the arbitrator, place and language of the proceedingst --- proceedings are flexible= -- it is not bound by national court ruled -- it is confidagtial. The growing preference•for arbitration as a method of settling internatinal trade disputes has generated a proliferation of arbitration organizations, protocols, conventions, rules of procedure, and codes to cover general trade as well as specific goods, services and geographical areas. The best known general international arbitration organization is the International Chamber of Commerce (IOC) Court of Arbitration in Paris. In addition, there are nationally -oriented organizations, such as the American Arbitration Association, and specialized arbitration groups such as the International Centre for Investment Disputes, headquartered at the International Bank of Reconstruction and Development (World Hank), and the Cocoa Association of London Arbitration Board. Although there are differences among the various arbitration bodies they all share certain characteristics. The most important arq: -- a permanent secretariat administrating to the panels and disputants, corresponding, maintaining archives, and collecting fees for its aervices; — rules of procedure; — a pool of arbitrators, recognized experts with differing specialtiosI and -- an authority usually based on international conventions national lave, or industry convention, and on specific contractual Language specifying the arbitration group to which disputes will be submitted. e There are a number of internationally -accepted procedures for dispute settlement that are even less formalized than arbitration. These include conciliation, mediation, and technical clarification. Those generally nos -binding procedures can be attempted in lien of or, if they fail, prior to arbitration proceedings. The pore active arbitration centers usually offer these alternatives is addition to imsNdiate arbitration. For the purposes of this paper, "arbitration center" should be understood to include them. Procedurally, one or three arbitrate a are appointed the disputants, the arbitration secretariat, the arbitrators themselves or a combination of two or all three. Acting in accordance with the group's rules of procedure, the disputants pay all or a set percentage of the fees and expenses at the outset. The arbitration panel then completes each step of the preceding* by set datea. The arbitrators establish the award and payment of costs. Copies of the award documents are provided each disputant and a copy is kept by the secretariat. The proceedings, award and archives are confidential. Proposal It was suggested that the Miami area had certain characteristics that made it a good potential site for a new interasional arbitration center and that the ICF was an appropriate organisation to pursue its establishment and, perhaps, form its secretariat as a basic ICY function.. Miani's geographic location and reputation as a major gateway into and between the America's= its international professional community, and the growing numbers of professionals involved in international commerce are Miami's main attributes as a potential site for an international arbitration center. (A new state law which will encourage international arbitration in Florida is being drafted and is hoped to be enacted by 1985.) Other positive aspects of the proposed center are that it will increase the international prestige of Miami and Florida in general and the ICF in particular, contribute to Q.S. export earns gs, and, in time, could provide a significant source of revenue to cover other ICF activities. Potential Demand This preliminary paper cannot quantify potential demand for the services of a Miasi-based international arbitration center. As was indicated, there are a large maber of arbitration bodies already in operation. The ICC center in Paris is probably the most widely -recognised and respected. Both it and the American Arbitration Association (AAA) offer established international arbitration facilities. The latter has 25 regional offices in addition to its New York headquarters, including offices in Miami, Dallas, Los Angeles, San Diego and Phoenix. The IOC arbitrated an unspecified number of disputes from 10 Western Heddsphere countries in the 1972-75 period and in 1976 received a total of 168 disputes world -ride. The AAA handles an unknown number of international disputes although, it is a small percentage of its annual intake which amounted to 39.OW cases in 1982. According to its 1982-83 annual report, the AAA "... is working with other organisations to focus attention on New York City as a location for internstional arbitration.... Is 1986, the AAA will be boating a world arbitration congress in Now York City." , In short, veil -known and respected entities already offer international arbitration facilities. Why is another Center neaassary2 As AAA plans seal to indicate, an international arbitration center located in the O.S. (specifically in New York City) could be a useful addition to the IOC facilities to Purls. The plans also indicate that the AAA, as presently constituted, does not have a sufficient international cbaracter. TbWW teatativa coacluaioas are supported by local professionals who are fadlias with the 1OC sad the AAA. 0. . The IOC, it is said. is too expensive. In 1978, the latest information available, ICC arbitration of a disputed sus of $1.000,000 would cost a minimum of $79500 up to a maximum of $879000 in arbitration fees and administrative fees a flat $186250. The disputants, then, could be charged between 2.5 and 10.5 percent of a disputed sum of $1.000.000. These are "normal" charges. A dispute Involving extraordinary travel by arbitrators could cost more. In addition. the disputants would have to par their om administrative, travel and accomodation expenses as well as any fees they contract for their own attorneys and expert witnesses. The relatively small number of cases handled by the ICC (32 in 1956 rising to an average of 200 annually by 1978). does suggest that the costs of ICC arbitration, inter alia, do severely limit its activities despite its prestige. Finally, there is not much surface difference between New York and Paris in terns of travel, accomodation and overhead costs or of general. environment, which would include weather and general urbanite attitudes toward outsiders. In sus, the evidence suggests that there is a demand for another international arbitration center. and Miami has such to recommend it as the center's locale. Next Step arbitration center in New York Gttr. The Mrector of Aw s ruami regional ottici has already recommended to his headquaters that an international arbitration center be located in Miami, but headquarters has evinced no interest. He thinks It is still a good idea and even offered to provide his office's services should ICF or another organization establish one here. He said he would be interested in attending future discussions of this proposal and skid he would invite AAA's Counsel in New York to attend as well. We do not know how far along AAA's plans are for a New York center. ICF should determine this as quickly as possible. Recommendations That the ICF invite the AAA to attend a meeting here in Miami ao later than December 1983 to explore the feasibility of a Joint ICF effort to establish a center in Miami rather than Nov York City and to promote this change in AAA's course. There are four possible outcomes to such a meeting. They are listed below in a rough order of increasing probability. 1. AAA could abandon its plans for the NYC center in effect and leave the growth of international arbitration in the U.S. to the ICF. This outcome would leave us at our present stage. 2. AAA could continue with its NYC plans and offer to collaborate with the ICY on a Miami regional center. This outcome would almost necessarily mosa that Miami's role would be subordinate to Now York'm — the ICF would in effect be co-opted by the AAA and NYC in the international arbitration field. 3. AAA could abandon the NYC option and offer to collaborate with the ICY on a Kiwi center. This would appear the most advantageous to . S i k the ICF, as it would provide an experienced partner of good { reputation with a ready pool of arbitrators — attributes that would take the ICF Tears to develop by going it along. It would also reduce considerably the costs before a Miami center could become self-sustaining. It could eliminste NYC as a competitor or at least reduce its competitive edge. The ICF's role would be reduced, but the enhancement of Miami's international reputation would be as great. 4. AAA could decide to continue with the NYC option and not collaborate with the ICF. This would be the most disadvantageous to the ICF. It would severely affect but not necessarily preclude the establishment of an independent center in Miami. i b 3. a -F. y x.Xtl, �J CUL DISPUTES Ii1Srflrum FOR SET' . OF ���TIOtiAL. CO!'� _. • - Metz rlurist • as-- 13.istOrs !tC Arbitrators zts ,x •y J n:? Ornnization The Institute will be headed by a Board of Directors. #The Chairman of the Board will be the International Center's President-elect, Members of the Institute's Board of Directors will be appointed by the Board of Directors of the International Center and need not be members of the Center itself. Directors will be resfonsible for the operations of the Institute as well as for keeping the Institute a administrative functions and personnel under review, representing the Institute to other individuals and organisations, approving changes in the Institute s structure.or operating procedures as necessary, and choosing aid assisting in the work of the Institute's International Board of Governors. International Board of Governorss This group's primary function will be to Beet periodically (once every two years or more) in the Miami area to establish and review dispute settlement procedures to ensure they are neutral and to select the members of the Institute's Council (described below). Since the Council will have the responsibility of ensuring the Institute's continuing adherence to its precepts, among them the important precept of national neutrality, the Institute's international character can be = established and maintained. In between its convocations, International Governors will be kept abreast of Institute activites, advise the Board of Directors, and nominate = individuals from the regions they represent to be included in the Institute's pool of arbitrators and trade experts. Members will also serve as listening posts in their regions. feeding back to the Institute information on area developments which could affect Institute operations. They will actively promote the use of Institute facilities by businessmen in their regions and, in general, act as regional Institute representatives. One of the most important requisites for the Institute will be an evident and continuing international character. It cannot be perceived as American or even Western Hemisphere, even though members of the Board of Directors and the Council (see below) must either be resident in the Miami area or be able to be in Miami at least once a month. Even if an effort In made to include individuals in these oversight groups whose origins are non-U.S., it is reasonable to assume that ultimate composition of the groups will have a geographic bias. This compositional tendency should be balanced by the deliberate involvement of foreign nationals not resident in the U.S. in the establishment of the Institute and in its continuing activities. It is particularly important that this international body have a direct role in the dispute settlement as opposed to the administrative aspects of the Institute to assure non-U.S. users of the Institute that the proceedings in their cases will be nationally neutral. Accordingly, the Institute's Board of Directors will invite mostly foreign but some U.S. business, academic and legal personalities to represent geographical regions as members of the Institute's International Governors. The International Governors' detachment from the day -today workings of the Institute and the Florida scene in general will enhance their independence, placing them beyond local -politics and institutional biases. This Independence can be enhanced by. -allowing the Governors freedom to determine their own procedures and evolving membership and by giving them some input into the list of nominees for membership on the Institute's Council. Council: The Council will consist of some ten distinguished 1pdividuals chosen by the International Governors every two or more yeare'from a list of persons whose backgrounds. reputations and willingness and ability to serve recommend then to the Board of r Directors. Council members will serve for a period of two or more years, although some could be named to successive terms to provide continuity and to take advantage of exceptional ability and dedication. The Council will form a quorum each month to confirm or, when asked to do not appoint arbitrators, review individual proceedings and ensure that arbitrators conform to the Institute's established precepts and rules of procedure. The Council will advise arbitrators when requested, and will have the authority to - dismiss an arbitrator for cause. The Council will have no appellate authority with regard to final awards, and its m¢mbers will be unremunerated. General Secretariat: This*permanent full—time staff would be headed by -a Secretary General who is hired by and responsible to the Board of Directors. He will supervise = the Secretariat's staff and serve. as a permanent member of the Council. t The Secretary General's staff will administer to the Board of Directors, the International Board of Governors, the Council, arbitrators and the parties to a dispute. Its primary duties will be to provide, either from its own resources or by contract translation, interpretation and recording services, research and archival facilities, meeting rooms, and communications. It will also process general correspondence, promote - the Institute, and maintain the arbitrator/expert pool. - Immediate Obiectives: Our next objective is to secure financial support and formal endorsement for the Institute from professional, academic, philanthropic and political circles in Florida. With this backing, the Institute for Settlement of International Commercial Disputes will announce its establishment through appropriate professional journals, Chambers of Commerce in the U.S.. 'Latin America, the Caribbean ant Canada, international associations and U.S. Embassies. The Institute expects the response to this announcement will be as enthusiastic as the response in the Miami area has been to the preliminary concept. Accordingly, we hope to have an initial full—time staffavailable when responses are received to begin to inform international businessmen and women of the Institute's services. In the Interim, the 'Institute"s Board of Directors will have begun the continuing process of refining the Institute's structure and operations. By the end of 1984, we hope to be ready to accept the first disputes for resolution. 84m411ti, y 0 international center (: FLORIDA GOaAI GABLES FLORIOA 33134 (3051446.6646 OOUGLA5 ENTRANCE. SUITE 2tt II 'TIZS?I'E F'OR tTIaN OF =NPEEMI�+ CM4EW L DIMAW DwID OF DIRMTOPS . Estetisn Ferrer, Partner !Utts & BCY*IM r. Fulton 14. Fistier, president anelfab International Corp. t,. a ton A. Tardy, Partrlr ,aul, Landy, BeileY & Harper Mr. Ambler HOW, f p slcE,w et. as Grcc�rg, Traur q • ,fir. DenniB tJason, Sr. Vice President i Agent cmut Suisse mt. Tm Travis, p&ttner SL.xuer i Travis Dr. Jade Aorstirg Dean, School. of Business Administration Wversity of Miami W. Ito Garcia gaYneri Financial ponsultant FlFlorir3e► Intarnstional UnivversitY W. By niMA, Prat world Items, I=- Ie papa "k ° Gs'arck` 0 . centet Of io • 9v0 ppUGLAS ENTRANCE. SUITE 211 CORAL GABLES FLORIDA 33134 i�Osy ta6.66:5 nzn, = 101 �pETIaN OF INI'E 1ATIa`1AX+ DI.�PUiFS • Dom OF DIRF mps . , Sr . Esteban Ferrer • Partner Shutts b Bowen W. Milton N. Fi.stiers president Parelfab International Corp. Mr, Futon A. candy, Partre;r Paul, Lw*p Bailey b Hamer Mr. ambler Noss, Of Counsel Gr0:rkcrq• Trauriq, Askew et. al. -W. pennia Mason, Sr. Vice President b A419tt Yedit Suisse qr. Tam Travis* Partner 5&.Xner & Travis 0 Dr. Jack Borstinq Darn. Sot�aol of Business Administration ;!;;e sity of Mims' Finatrcial O XWAt�annti Florida lFlro�r� yi�tional University Mr. Ny KLimnt4 president World UQexo I=- �e pay4a Wk . owl -ton as of Cana Date of Event An exact time schedule cannot be realistically calculated until the marketing expert has been chosen and guidelines firmly established. The project would be accomplished in the most expedient manner, as it is the cornerstone for our continued efforts in making the Institute a viable reality. 0 3 Outline of Market Survey I Sources A. Direct: International traders in the following order of intensity of focus a. manufacturers b. service exporters/importers co middlemen d. investors B. Indirect ao national import/export statistics, customs documents, internal revenue data b. banks, insurance companies, law firms ce published studies II Geographic area in following order of intensity of focus A. Western Hemisphere . B. Wasters Europe C. Asia (minus PRO D. Middle East ' III Information Required s4 A. Primarily for organizational/operational purposes a* relative frequency of disputes in.international trade; regional or sectoral patterns, if any; size and nature of disputes . F b. bow disputes are currently settled (to include write-offs) is c. trader (dis)satisfaction with currently used dispute settlement procedures de institutional and cultural disincentives to extrajudicial ' dispute resolution B. Primarily for promotional purposes wry . a. %hat officials is time trading entity should be the primary, ;z. target of a promotion campaign tr:. b. %Nat are the best cbsmnels for the eerA } (pablicatioms, professional orgenintiomss, BPI Y offices, etc.) a t The Institute for Resolution'of International Commercial Disputes has applied for, but as yet has not received. a certificate of tax exempt status from the Internal Revenue Service. We anticipate no problem in receiving it. He understand that receipt of this grant will be contingent upon the Institute having received this tax exempt status.