HomeMy WebLinkAboutCITY OF ROME LAWSUIT AMENDMENT TO REPRESENTATION AGREEMENT
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"EXHIBIT C"
AMENDMENT TO REPRESENTATION AGREEMENT
This will serve as an Amendment to the Representation Agreement executed by
Augusta, Georgia as "Client", a copy of which is attached hereto" and incorporated
herein by reference, which Representation Agreement remains in force and effect with
the addition of the following:
The Representation Agreement covers both the Client's claim for unpaid excise
taxes (which are collected directly by the Client) and the Client's Claim for local sales
and use taxes (which are collected by the State of Georgia which then remits same to
Client) owed by online hotel booking companies (such as Hotels.com L.P., Expedia, Inc.,
Orbitz, Inc., etc. including without limitation all Defendants named in the "Class Action",
as that term is defined in the Representation Agreement). The Representation Agreement
contemplated that both claims would be pursued in the pending Class Action. However,
the Court in the Class Action has ruled that only the Client's claim for unpaid excise
taxes (hereinafter the "Excise Tax") can be pursued in the pending Class Action. The
Court also ruled that the State Revenue Commissioner is the only person with authority to
pursue the sales and use tax claim on behalf of the Client. The State Revenue
Commissioner, however, has failed and refused to do co.
Client desires that Counsel continue their efforts on behalf of Client to recover
local sales and use taxes including penalties and interest (O.C.G.A. ~48-8-1, et seq.)
owed by online booking companies to the Client through the State of Georgia as its
collection agent (hereinafter the "Sales Taxes"). Client therefore authorizes Counsel to
represent the Client and take all actions necessary to cause the State Revenue
Commissioner to assist local tax officials by proceeding to assess and collect the subject
Sales Taxes including, if necessary, the prosecution of a mandamus, or other appropriate
actions in the name of the Client (either individually or together with other cities and
countries) against the State Revenue Commissioner.
As the Court in the Class Action will not (as originally contemplated) be in a
position to determine the fees and expenses of Counsel incurred in the representation of
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Client on its Sales Tax claims, Counsel and Client agree that all fees and expenses
of Counsel incurred in the representation of Client's Sales Tax claim shall be paid out of
the proceeds of the Sales Taxes received by Client from the State Revenue
Commissioner. In consideration for its services, Counsel will be reimbursed its expenses
and will be paid a fee equal to 25% of the total amount of Sales Tax proceeds, including
interest and penalties, which Client receives. The contingency fee shall be ap~~.w all
past due Sales Taxes the client receives as well as to Sales Taxes received bY~ C1'ient
within the three year period following Client's first receipt of such Sales Taxes from the
Commissioner.
With respect to the Excise Tax claim, Client understands and agrees that the
attorney's fees and expenses due counsel for their representation of Client on its claim of
Excise Taxes shall be governed according to the terms of the parties' original
Representation Agreement.
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Client further represents that it is authorized to make this the agreement.'
So agreed, this _ day of March, 2008.
COUNSEL:
AUGUST A, GEORGIA
BY:~
Q { By: cY:.4J. .
ItJ Jr David S. Cope a er
./rJ?I. oct Its Mayor ,
~lqIA_~1I~~
~ \a (SEAL)
Robert C. Lamar, Partner
Lamar, Archer & Cofrin, LLP
on behalf of all Counsel herein
Clerk of Commission -
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