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87 Cards in this Set
- Front
- Back
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What is a contract?
cic, 59 |
An agreement between two or more parties that creates obligations for the parties involved.
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Can a contract be oral?
cic, 59 |
Yes. In some cases. also some can be inacted by countersigning a proposal.
But it is recommended that all contracts are in writing. |
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What are 2 important questions to ask before signing a contract?
cic, 60 |
1) Are the terms of the contract set out with specificity?
2) Does the contract encompass all items of agreement between the parties? |
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If there are communications after the contract is signed, what is proper procedure?
cic, 60 |
Verify these communications/changes in writing.
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What are the 3 (5 in PMM) basic elements of a contract?
cic, 60 / pmm, 628 |
1) Offer - the terms of the agreement.
2) Acceptance - Must be signed to accept the offer or changed and initialed, etc. 3) Consideration - must define benefits to each party 4) In writing - when required. 5) Legally competent parties - must be signed by the appropriate people. |
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Can an offer be withdrawn prior to the designated time?
cic, 60 |
Unless the party has paid the other to have an offer left open for a set period of time, if can be withdrawn at any time, even before the time period set for acceptance.
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What is the preamble in a contract?
cic, 61 |
An introduction in the beginning of the contract that identifies the parties by names and addresses.
If there is a date when the offer has to be signed/agreed upon, it will automatically terminate if the facility has not received the signed contract. |
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What basic facts should be included on the contract?
cic, 61 |
Name of event, type of event, move-in/move-out dates, function space requirements, room-rental, set-up charges, and any early arrival or late departure requirements.
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Contracts for hotels should include what type of information?
cic, 61 |
Cost, Numbers of, and types of guest rooms reserved
Rooming List vs. Call in Complimentary rooms / add ons VIPs, Staff rooms Reservation cut off date (what happens to rooms not reserved within a block after reservation cut-off) Guarantee and deposit requirements Check in / Check out times early departure fees and all other charges Penalties for walking guests. |
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For F&B Contracting, what needs to be specified?
cic, 62 |
Est. # and type of F&B functions
Dates the group must confirm function space to be used and est attendance. Date for confirmation of menus and beverage service Date the parties should agree on F&B costs Details on tips, regulations, and taxes. |
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Two definitions of concession:
cic, 62 |
1) merchandise or refreshments sold on site to individuals in conjunction with an event
2) A contractual agreement that one party provides something of value to the other party in exchange for something ele |
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Should billing & payment terms be specified in the contract?
cic, 63 |
Don't have to, but it is good practice.
One thing to note: Information is provided to specify in the contract no final payment is ude on the master account until all the information is provided from the event. |
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Is an attrition clause necessary to bind a contract?
cic, 64 |
No.
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Will a party be able to recover attorney fees incurred to enforce rights in the contract?
cic, 65 |
No, unless specified in the contract.
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T or F:
It is essential that contract state clearly how and where disputes are to be resolved. cic, 65 |
True
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How are changes on contracts handled?
cic, 66 |
Either written and initialed or the contract can be re-written.
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Should contracts have general liability insurance?
cic, 67 |
It is a must.
It provides protection against claims involving bodily injury and property damage. |
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What is an umbrella policy?
cic, 67 |
Essentially insurance to cover gaps in coverage under the primary insurance policies.
It is often inexpensive and can provide much needed extra protection. |
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What is a Waiver of Subrogation?
cic67 |
A release of rights to substitute one party for another party. The release of an insurance company right to succeed to the insured's rights to sue for damages against the tortfeasor after the insurance company pays an insured's claim of loss due to another's tort.
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What does Fire Liability Insurance do?
cic67 |
provides protection from fire damage and other damage to the building by the sponsor or exhibitor.
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What is Medical Liability Insurance?
cic67 |
provides reimbursement of medical expenses for injuries that occur at the site regardless of your legal liability.
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What is Independent Contractor Liability?
cic67 |
requires all contractors to provide a certificate of insurance to show they are carrying worker's comp and general liability insurance.
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What is valuable papers and records insurance?
cic68 |
is available to pay for the cost of reproducing any papers, pamphlet, etc as a result of damage by fire, water, etc...
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What is exhibit insurance?
cic, 68 |
liability insurance to cover a potential loss if the booth property doesn't arrive.
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What is nonappearance insurance?
cic 68 |
insurance against losses by nonappearances of entertainers.
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What is cancellation insurance?
cic 68 |
protects a group against loss of revenue if the event is interrupted or cannot be held due to fire, weather, strike, or other hazard.
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What are the most complex types of contracts for meetings?
pmm628 |
between meetings sponsors and facilities.
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Hotel contracts place more of the risk on who?
pmm 628 |
more risk has been shifted to the meeting sponsor through performance clauses.
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What are mutual objectives for a well-written contract?
pmm628 |
All rates and prices are specified
Statements of the intents and expectations of both parties All applicable deadlines Allocation of liability between the parties for injury to persons and damage to or loss of property Specific remedies for breach or default by either party Contract language that is legally clear, precise, and inclusive of all important terms. |
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What are the exceptions (or defenses) to not performing a contract?
pmm630 |
1) Contingencies - an act/event qualifying a duty to render a promised performance.
2) impossibility of performance: If performing the contract is impossible by circumstances outside the control of the parties. 3) Impracticability of Performance - When obligations are difficult due to unforseen situations 4) Frustration of Purpose: claiming the performance is nonsensical b/c what is being given in return does not have the value expected at the time of the contract. |
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What are remedies for breach of contract?
pmm631 |
- breach by one party entitles the other party to damages
- Damages are defines as lost profits, not lost revenue - damages are collectible if they are foreseeable, certain, and contemplated by both parties - liquidated damages are the damages agreed upon in advance. - The injured party has a duty to mitigate its damages unless the parties agree to reasonable liquidated damages. |
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What are the two basic types of contract damages?
pmm631 |
1. Actual Damages - the compensation for losses that are readily proven to have occurred and forwich the injured party has the right to be compensated.
2. Liquidated Damages - enforceable only if it meets strict criteria for reasonableness. This must be judged as of the time of contracting rather than the time of the breach. Parties must agree on what revenue to include in the fixed amount or formula (from guest rooms, catering, etc) Liquidated damages must allow for re-selling of rooms and xld f&b. |
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What are the two ways to sign a contract?
pmm632 |
As a principal or agent.
principal: person primarily liable for performance agent: signing on behalf of the principal. If the legal status isn't indicated, the law will assume the signor is the principal. |
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What are the main contracting skills?
pmm 632 |
All terms agreed to are in writing
All terms important to your side are strategically written to cover the important points. No written terms give your side more risk than it is willing to accept. Understan how legal concept affect every term and what control issues not covered in the contract |
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What is the 3 step approach to reviewing a contract proposal?
pmm 632 |
Identifying clauses that are vague, inappropriate, one-sided, or over-burdensome to be deleted or revised.
- Identify missing terms to add to protect your side and clarify the intent of the parties - Determine the best way to incorporate the revisions, additions, and deletions. |
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Should each party initial the bottom of each page of revised document?
pmm 633 |
Yes, and sign and date the agreement and addendum (if applicable)
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How is an electronic contract legally sufficient?
pmm 634 |
it must meet the requirements of authenticity, integrity, non-repudiation , writing and signature and security. There are digital signatures to meet these requirements.
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Explain room rates in contracts.
pmm 635 |
Guaranteed room rates should be provided if the contract is signed within one or two years of the event.
If signed prior to this, a date should be set to negotiate the room rate. It should include a formula for how the future rates will be established. Include language all rooms occupied by group attendees count toward any performance clauses based on room pick-up, regardless of rate paid. |
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How should overbooking be handled in contracts?
pmm 636 |
The clause should state that the group will be credited with the number of room nights not accespted for purposes of calculating attrition, meeting room rental, or any other calculation dependent on the number of room nights used.
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How is guest room attrition handled in contracts?
pmm 636 |
Prior to figuring out attrition, parties must determine if the meeting sponsor is guaranteeing any portion of the room block or is merely giving the hotel the right to receive reservations.
If no guarantee, no attrition damages should be included in the contract. If the meeting sponsor is guaranteeing guest rooms or revenue, the contract should include an attrition clause: - based on either room night or revenue guarantee. Sponsors prefer rm nite. - review dates to adjust the room block with or w/o liability - % of attrition the group is allowed before penalty - requirement of the hotel to try to resell the rooms to reduce damages. - any formulas for attrition. - any credits to be applied to attrition costs. |
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What is a pre and post pick up report clause in a contract?
pmm 637 |
A clause that should be in every contract requiring hotels to provide pick-up reports to the meeting sponsor 2-3 months prior to the meeting. Post reports should be sent with the final invoice.
These should indicate how many rooms the hotel is blocking per night, how many rooms have been reserved, and how many rooms are available to be sold. |
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What is the renovation and construction clause in contracts?
pmm 639 |
This clause acknowledges the hotel's obligation to disclose any current or future plans for construction and renovation. It provides remedies for the group if future renovation or construction materially affects the group's activities.
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What is indemnification in contracting?
pmm639 |
The hold harmless clause pertaining to claims maade by third parties (attendees, vendors, etc).
Encourage mutual indemnification. |
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What are typical insurance coverages in contracts?
pmm640 |
Commercial General Liability (sponsor)
Commercial Liquor Liability (facility) Basic Property Insurance (both) Workers Comp (sponsor) |
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What is the difference b/t terminating and cancelling a contract?
pmm 640 |
Terminate: neither party has any continued obligations to the other.
Cancelled: One party has breached or defaulted on the performance and potentially owes the other damages. Some items to place in this clause: - % of attendees must be affected by a force majeure before the sponsor may terminate the contract - Change in hotel chain affiliation or management company - the sale or transfer of 51% or more in ownership - the unavailability of suitable overflow hotel rooms for the dates required. - the inability of the convention center to provide its facilities over the contracted dates. |
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What should a cancellation clause include for a cancellation by the group?
pmm641 |
1. Define cancellation (to differentiate from attrition and termination)
2. Establish potential damages for cancellation due to the hotel is cancellation by the group occurs. 3. Have a sliding scale/fixed amount for determining cancellation. If based on revenue, clearly state what revenue sources are included in the fixed fee or sliding scale 4. Every fixed fee or formula should provide a calculation to reduce anticipated revenue to estimated lost profit. 5. Establish when payment of the cancellation fee is due and payable. Set the due date after the anticipated meeting dates to determine if any business has been recouped by the hotel. |
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What should a cancellation clause include for a cancellation by the hotel?
pmm641 |
Define cancellation
Statement that sponsor is due damages in case of cancelletion by hotel Explain how damages will be calculated to compensate the group. Typical options: - specific amount - sliding scale of revenue based on when the cancellation occurs - actual out of pocket expenses and lost revenue from moving the meeting date and/or location. Include a statement establishing when payment is due. Can be at the cancellation or after the amounts are incurred. Include an agreement by the hotel to return deposits within a specific timeframe. |
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What is the audit clause in a contract?
pmm642 |
specifies that a sponsor may indepently verify occupancy accuracy and pick-up figures. This clause will specify how the audit will be conducted and the parties compliance with privacy laws.
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Notes on Convention Contracting:
pmm642-645 |
Convention Centers are typically government owned.
- contingency clause states the sponsor isn't obligated to the center unles there are mutually agreeable rates and terms in the license & with a sufficient number of hotels to accommodate attendees. - Sponsors should insist on indemnification states the sponsor isn't held responsible when the convention center is negligent. - obtain a copy of the operating rules and regulations before the license is signed. - sponsor should negotiate rates from the exclusive providers must match or beat competitive quotes. - shouldn't allow incompatable booking over the same time. - notice of default and opportunity to cure should always be in the license. - typical damages are payment for total or partial. Should require the facility to try to re-sell space. - Damages if facility xld should include a return of deposits, reimbursements, expense of postponing/moving. Lost revenue from exhibitors who have to cancel - use of force should not include excessive force. |
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What is a general services contractor?
pmm 651 |
an organization that provides show management and exhibitors with a wide range of services. Operates pieces exclusive, non-exclusive, and discretionary.
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What are discretionary services of a general services contractor?
pmm652 |
those provided by the GSC or by an exhibitor appointed contractor.
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What should the RFP for the GSC request?
pmm 653 |
details on the bidder's capabilties to provide any of the applicable products and services as well at the affiliated pricing/minimums and deadlines.
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How should a planner begin to research (new) vendors?
pmm660 |
start by soliciting referrals from peers and colleagues.
Convention centers, hjotel, and bureau personnel are great resources for this. |
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What is the definition of Risk Management?
cic 145 |
Recognizing the possibility of injury damage or loss and having a means to prevent it or provide insurance.
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What is Risk Management to protect (4 items)?
cic, 145 |
People
Property Intangibles (ie. info or reputation) Business - can our business survive X? |
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What is the four stage process for managing risks?
cic, 145 |
Planning
Mitigation Response Recovery |
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What is the first step in Risk Management?
cic 146 |
Forming a risk planning team.
Compose this of representatives from all functional areas of the organization. |
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What are the 4 categories of risk analysis / crisis
cic 146 |
Low probability / Low consequences
Low probability / High consequences High probability / low consequ. High probability / high consequ. |
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What should be in the risk plan?
cic 147 |
It should be detailed enough to give instructions regarding planning for and responding to the emergency
Should be reviewed and updated twice a year. |
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What is Mitigation?
cic 148 |
Includes the activities that are undertaken to either reduce the probability that an emergency or crisis will occur or reduce the consequences if it does occur.
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What should the response plan include?
cic 149 |
Who - who responsible to monitor threats and determine when to take action?
What - What triggers the response? When - When will decisions be made for non-sudden emergencies? Where - Where will the response be handled? |
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What is a risk assessment?
pmm674 |
a review of internal plans and policies such as evacuation plans, fire protection plans, and security procedures.
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What are the sections within a Risk Plan?
pmm675 |
1. Overview - purpose, contacts, type of ERs
2. Emergency Response Procedures: Nature; Accidents; Humans; Technological Should include specific actions in response. 3. Supporting Documents: Emergency contact list, facility floor plan, evacuation plans, security lists, those with special needs/skills, resource lists. |
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How to crisis situations play out in contracts?
pmm680 |
Disputes arise around the issue of whether the emergency is a force majeure or a cancellation.
The difference can be walking away amicably or having a legal dispute over thousands of dollars. |
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How do insurance companies address emerging/new emergencies?
pmm 681 |
They adjust their coverage. ie, it is now expensive/difficult to get terrorism insurance.
When something new arises, ensure the insurance policies have not been changed negatively. |
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How does media management affect emergency situations?
pmm686 |
Must be prepared to answer questions immediately as immediate dissemination of information over TV, radio, etc, the media has great power over people's perception.
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What is risk?
pmm689 |
The possibility that something may happen to adversely affect a meeting.
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What is realized risk?
pmm689 |
May be categorized as emergencies
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What is a crisis?
pmm689 |
A critical event that may dramatically impact an organization or a meeting.
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What is a disaster?
pmm689 |
A calamitous event causing great damage or loss and disrupting business operations for some period of time.
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T or F:
Hotel contracts in the US are more detailed than elsewhere in the world. intl 33 |
True
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How does insurance differ in the US from the rest of the world?
intl 37 |
Venues outside the US hold you responsible for all acts of negligence causing bodily injury/property damage involving third parties.
An event specific Public Liability Insurance policy protects you against such claims. |
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What does "unfair Contracts" legislation allow?
intl 37 |
A defense against force majeure events where you are not responsible.
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Is there insurance coverage if you are unable to vacate the venue?
intl 38 |
Yes, event specific insurance should cover this.
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What is Remedial Action Costs?
intl 41 |
Many events can be saved from cancellation by the injection of funds. This is known as Remedial Action Costs or Additional Costs of Working.
This will save insurers money, so they are open to it. |
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Why are Visas required by some countries?
intl 71 |
They want to exercise a tighter control over persons who enter the country than can be done through passports.
Allows visiting for a specific purpose and stated period of time. |
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What is a Customs Broker?
intl 72 |
A customs broker advisers shippers (internationally) how to comply with customs laws. They handle the paper work and will deal directly with the customs agents in the host country.
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To have an international event tax deductible, what are the 4 items the IRS reviews?
intl 73 |
1) The purpose of the event and activities taking place
2) The purposes and activites of the sponsor. 3) The residences of the active members of the company and locations of previous and future events. 4) Such other relevant factors as the taxpayer may present. |
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What are the recommendations to ensure an international event is seen as tax deductible?
intl 73 |
Should select a country where active members reside, where there are educational or research facilities known for expertise, or locations with a significant number of people in the same trade, etc.
People from the host country should be involved in the program and the promo materials should emphasize the primary purpose of the event is to take advantage of the education. |
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Special factors to consider when contracting internationally are:
intl 73 |
- certain items are easy in local venues, may be less negotiable overseas
- Preliminary contract discussions may be binding - Room rates may include different items, have it outlined - definitions of items are different, ensure they are all clarified. - local law apply to legal issues - Company insurance professionals should review the documents. - Contract should specify what currency will be used. |
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What is an authorized signatory?
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To make a contract binding, an authorize signatory is a person of legal age who is the actual party to the contract or who has the authority (actual or apparent) to bind the party for whom he has signed the agreement.
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What should the planner do to research "other suppliers" (computer rental, photographers, etc)?
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Ask peers first, then go to sources such as the CVB.
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What is the definition of an emergency?
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issues affecting a meeting or event: medical, fire, etc.
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What is the important question to consider in the Recovery stage of Risk Management?
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Can our organization survive this crisis?
Is there the appropriate contracting or insurance to cover? Key to keep a good reputation with the company / media. |
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how is the Indemnification Clause and Insurance different in Covention Center contracting?
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Event sponsors should insist on an indemnification clause stating the event sponsor is not required to indmnify the convention center when the convention center is "solely" or "grossly" negligent. Insurance requirements for the event sponsor are usually included in this clause.
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What needs to be added to convention center contracts re: compliance with future operating rules and regulations after contract execution?
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Need to add into the contract that the new rules can't apply if the change causes a huge financial impace, etc. However, contracts bind all to future changes in compliance rules/regulations.
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What is the convention center Letter of Intent?
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AKA Letter of Agreement
holds the space at the convention center prior to signing the license agreement, usually 12-18 months prior to the event. |
