HomeMy WebLinkAboutAUGUSTA COVENTION AND VISTORS BUREAU INC Professional Services Contract
STATE OF GEORGIA )
COUNTY OF RICHMOND )
THIS AGREEMENT ( "Contract ") is made and entered into by
Augusta, Georgia, a political subdivision of the state of Georgia created by
Georgia laws 1995, p. 3648 et seq., as amended ( "Augusta "), and the Augusta
Convention and Visitors Bureau, Inc., a Georgia non - profit Corporation (the
"CVB "), each acting by and through its authorized officials, who declare as
follows:
WHEREAS, Augusta desires to promote the benefits and advantages
of Augusta for conventions, large and small gatherings, meetings, trade shows,
festivals, visitors and tourism related activities for the purpose of stimulating
economic growth in Augusta and the surrounding area;
WHEREAS, the former City Council of Augusta and the Board of
Commissioners of Richmond County created the CVB by joint ordinance enacted
March 3, 1987, and March 9, 1987; and
WHEREAS, pursuant to O.C.G.A. §48 -13 -50 et seq. (the "Act ")
Augusta, levies and collects a tax upon the occupancy of hotel rooms and motel
rooms within Augusta, hereinafter referred to as the "hotel -motel tax ";
WHEREAS, not less than forty (40 %) percent of the Hotel -Motel
Tax proceeds must be appropriated by the Commission for the limited purpose of
promoting tourism activities; and
WHEREAS, Augusta also levies and collects a tax upon mixed
drinks sold at retail and upon wholesale beer sold in Augusta; and
WHEREAS, the proceeds of said taxes have previously been paid to
the CVB pursuant to that certain Professional Services Contract, dated October 4,
2004, as amended by that certain First Amendment, dated January 16, 2007
(collectively, the "Existing Agreement ") for the purpose of providing the services
described under the Existing Agreement;
WHEREAS, Augusta benefits directly and indirectly from more
economic activity by increased sales tax and hotel tax income produced by tourism
activities;
WHEREAS, the CVB has been incorporated to provide professional
services to Augusta for convention and tourism purposes;
WHEREAS, Augusta and the CVB desire that the CVB continue to
be the exclusive provider of convention and tourism promotion services as
hereinafter outlined for the benefit of Augusta;
WHEREAS, it is the intention of Augusta to provide funding to the
CVB through the taxes levied and collected as heretofore identified; and
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WHEREAS, Augusta and the CVB desire to establish a general
framework for future efforts and establish procedures by which the CVB will
perform professional services in connection with the promotion of conventions and
tourism in Augusta.
NOW, THEREFORE, the parties do agree as follows:
SECTION 1
THE CVB COVENANTS
In consideration of the Augusta's agreement to pay monies to the
CVB described in Section 3 below, the CVB agrees to undertake activities for the
promotion of tourism and the convention and hotel industry, through advertising
and conducting promotional programs to attract tourists and convention delegates
or registrants to Augusta, all in accordance with the CVB business plan.
Specifically, but without limitation, the CVB covenants and agrees as
follows:
1.1 To promote the lease of facilities in Augusta on dates available.
1.2 To conduct coordinated advertising, publicity and promotion
campaigns emphasizing the attractions offered in Augusta to meetings, groups and
visitors.
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1.3 To maintain exhibit booths for the purpose of attracting visitors,
conventions, meetings, exhibits, selected trade, sports and consumer shows, and
other events to Augusta.
1.4 To cause to be printed and distributed in adequate quantities,
visitor literature of appropriate quality and material to Georgia Welcome Centers,
as well as visitor information centers located in places of public accommodation,
including the local welcome center operated by the CVB.
1.5 To participate in appropriate tourism agencies and convention
associations such as the Georgia Department of Economic Development and the
Georgia Society of Association Executives, in order to assure that favorable
publicity about Augusta may be continued and expanded.
1.6 To solicit convention and meeting holding organizations to use
appropriate facilities located in Augusta and surrounding areas.
1.7 To provide services to associations, organizations or groups
convening or holding meetings in Augusta; and to coordinate with the appropriate
Augusta departments, local hotels, restaurants and entertainment facilities, and to
strive to provide an environment in which a visiting group or organization enjoys a
coordinated and productive visit to Augusta.
1.8 To prepare, publish and update during the term of this
agreement and any renewals thereof, materials providing specific information on
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hotels and motels located in Augusta and other jurisdictions, and to distribute said
materials to association executives and planners of meetings.
1.9 To expend funds in each fiscal year in accordance with its fiscal
year budget, submitted as hereinafter provided to Augusta.
1.10 To maintain appropriate bank accounts and records for deposit
and expenditure of all funds paid by Augusta hereunder.
1.11 To operate and maintain an accounting system in accordance
with professionally accepted accounting principles.
1.12 To have its financial statements audited at the end of each fiscal
year by an independent certified public accountant and to furnish a copy of its
financial report to Augusta.
1.13 To permit authorized officials of Augusta to review its books at
any reasonable time upon reasonable notice.
1.14 To furnish to Augusta a quarterly report of its activities and
financial condition for each calendar quarter during the term of this agreement.
Said reports to be delivered to the Clerk of the Augusta Commission no later than
thirty (30) days following each calendar quarter to wit: on or before April 30, July
31, October 31, and January 31. To cause the President /CEO of the CVB to appear
on request from time to time before the Augusta- Richmond County Commission to
discuss the CVB program.
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1.15 To perform all other duties provided elsewhere in this Contract
and such further duties as Augusta and the CVB shall from time to time agree.
SECTION 2
THE CVB BUDGET AND MARKETING PLAN
2.1 In order for Augusta to monitor the operation of the CVB
hereunder, the CVB shall submit to Augusta its entity -wide budget and business
plan for each fiscal year. The business plan shall provide specific and detailed
actions to be performed by the CVB during the fiscal year in question.
SECTION 3
PAYMENT AND USE OF FUNDS
3.1 Payment for Services. In consideration of the professional
services to be performed by the CVB under the terms of this Contract, Augusta
shall pay to the CVB the sum of:
a. $125,000 which shall be paid from the proceeds collected by
Augusta from: i) the Excise Tax on Whiskey and Wine imposed under Section 6 -2-
101(b) of the Code of Augusta, Georgia (the "Whiskey and Wine Tax "), and ii) the
tax collected on Mixed Drinks imposed under Section 6 -2 -117 of the Code of
Augusta, Georgia (the "Mixed Drink Tax "); and
b. the amount equal to 50% of the total revenue collected by
Augusta from the Excise Tax for Hotels, Motels, Etc. imposed under Section 2 -2-
27 of the AUGUSTA, GA CODE (the "Hotel Tax ").
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Augusta shall make said payments to the CVB monthly on or before
the 15 day of each month and on a like day each month during the term of this
Contract. Said monthly payments shall commence immediately upon the
expiration of the Existing Agreement so that there will be no interruption in the
monthly payments received by the CVB under the Existing Agreement and this
Contract.
3.2 Exclusive Agreement. It is recognized that the fifty percent
(50 %) of the Hotel Tax herein before identified may be only expended by Augusta
through the CVB for the purposes of promoting convention and tourism activities
within Augusta. The CVB shall be the exclusive provider to Augusta for
promotion of convention and tourism related activities within Augusta.
3.3 Private Funds; Contracts With Other Political Subdivisions. In
addition to the monies dedicated to the use of the CVB from the tax sources
hereinbefore identified in Section 3.1, the CVB's annual income may consist of
contributions, membership dues, in -kind donations, services from private sources
and contracts for tourism promotional services with other political subdivisions.
3.4 Information. The CVB shall provide Augusta with other reports
of information which Augusta may reasonably require to verify the proper use of
tax monies paid to the CVB hereunder.
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3.5 Tourism Grant Program. The CVB agrees that one -third (1/3)
of the funds received from the Hotel Tax shall be expended in connection with a
program to make grants to appropriate organizations as hereinafter provided (the
"Tourism Grant Program ").
3.6 Tourism Grant Committee. The recipient and amount of each
grant shall be determined by a committee (the "Tourism Grant Committee ") which
shall be composed of the Mayor Pro -Tem of Augusta as an ex- officio voting
member, the two commissioners who are members of the Board of Directors of the
CVB, and four members of the CVB Board of Directors appointed to said
committee annually by said Board, one of whom shall be the Chairman of the CVB
Board and one shall be a representative of the hotel /motel industry. The term of
Mayor Pro -Tem shall be as provided in the Consolidation Act; the term of the
commission representatives shall be for a term of two (2) years as set forth in the
by -laws of the CVB; the terms of the two members of the CVB Board, other than
the Chairman and a representative of the hotel /motel industry, shall be for one (1)
year and shall be for a term concurrent with his term on the CVB; and the term of
the Chairman shall be for one (1) year. The Tourism Grants shall be awarded
pursuant to the following criteria:
(a) All funds to be distributed to a qualifying entity pursuant to this
section must be pursuant to a detailed application and contract for such funds,
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approved and signed by the applicant and the CVB prior to distribution of any
funds.
(b) To qualify as an eligible entity, such organization must
represent an ongoing, sustainable activity, as determined by the above referenced
committee, and must be recognized as not for profit by the Internal Revenue
Service. The ongoing, sustainable activity may be an attraction, association,
organization, or a governmental or quasi - governmental entity.
(c) Grants must be used by the recipient for marketing and other
qualified expenses directed toward increasing hotel /motel room nights and towards
bringing people to Augusta from outside the metropolitan area. Such Grants may
not be used: (i) for capital expenditures; (ii) as interest or the reduction of deficits
or loans; (iii) projects restricted to private or exclusive participation, other than
certain grand and pre- opening expenses; or (iv) for scholarships, endowments or
cash awards of any description. Further, no qualified entity may serve as a fiscal
agent for a non - qualified entity.
(d) Applicant should be able to demonstrate the ability to execute
its project without depending on continued financial assistance from the Tourism
Grants. It should be the intention of the organization seeking funds to be self -
sustaining.
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(e) Funds may be authorized through a contract for not more than
five (5) years, or annually, based upon qualifications.
(f) An annual audit of the Grant recipients qualifications and use of
the Grant funds shall be made by a qualified independent accounting firm, or by a
qualified government auditor, and is required for each Grant, and for each year
during the Grant term.
(g) The CVB shall deduct and retain fifteen (15 %) of the funds which
are the subject of this Section 3.5 for the purpose of covering the expense of the
administration of the grants to be made hereunder.
SECTION 4
TERM; THE CVB OPTION TO RENEW
The term of this contract shall be for a period of one (1) year
commencing on January 1, 2011 and shall terminate absolutely and without further
obligation on the part of Augusta, Georgia at the close of the calendar year in
which it was executed and at the close of each succeeding calendar year for which
it may be renewed. However, this contract shall automatically renew for up to ten
(10) years unless positive action is taken by Augusta- Richmond County to
terminate this contract as specified in Section 6, paragraph 6.1
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SECTION 5
INDEPENDENT CONTRACTOR
5.1 The relationship of the CVB to Augusta shall be that of
independent contractor as to all services performed hereunder and not as an officer,
agent, servant or employee of Augusta. The CVB shall have exclusive control of
its operations hereunder, and the persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, servants, employees,
contractors and subcontractors. The doctrine of respondeat superior shall not
apply.
5.2 CVB Employees. Neither the CVB nor its employees are
considered to be employees of Augusta for any purpose whatsoever. The CVB
further agrees that neither it nor its employees are entitled to any benefits from
Augusta. The CVB shall be solely responsible for all matters relating to the
payment of its employees, including compliance with social security, withholding
and all other regulations governing such matters, and shall be solely responsible for
its subordinates and employees.
5.3 Private Status. The CVB is not a political subdivision, agency
or instrumentality of Augusta or the State of Georgia.
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SECTION 6
TERMINATION
6.1 Termination by Augusta. If through any cause, the CVB shall fail to fulfill
in a timely manner any of its obligations under this Contract and the CVB fails to
commence good faith continuous efforts to cure such default within ninety (90)
days of receipt of notice of default from Augusta, Augusta shall thereupon have the
right to terminate this Contract by giving written notice to the CVB of such
termination and specifying the effective date thereof at least thirty (30) days before
the effective date of such termination.
6.2 Termination by the CVB. The CVB may terminate this
Agreement at any time by giving at least six (6) months prior written notice to
Augusta.
SECTION 7
PERSONNEL; DISCRIMINATION PROHIBITED
7.1 The CVB Employees. The CVB represents that it has, or will
secure at its own expense, all personnel required in performing all of the CVB
services required under this Agreement. All employees of the CVB shall not be
the employees of or have any contractual relationships with Augusta.
7.2 Qualifications. All the CVB services required hereunder will
be performed by the CVB or under its supervision and all personnel engaged in
performing the CVB services shall be qualified.
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7.3 No Discrimination. In performing the CVB services required
hereunder, the CVB shall not discriminate against any person on the basis of race,
color, religion, sex, national origin or ancestry, age or disability, and shall comply
with local, state and federal laws and regulations applicable to the CVB relating to
non - discrimination.
SECTION 8
INSURANCE
8.1 Required Insurance. The CVB shall procure and maintain at its
expense during the term of this Agreement, bonds and insurance in the kinds and
amounts hereinafter provided with insurance companies authorized to do business
in the State of Georgia, covering the CVB services, whether performed by the
CVB or its agents and /or representatives. The various types of required insurance
may be written in one or more policies. Kinds and amounts of insurance required
are as follows:
(a) Comprehensive General Liability Insurance Including
Automobile. Comprehensive general liability and automobile insurance policy
with liability limits in amounts not less than $1,000,000.00 combined single limit
of liability for bodily injury, including death, and property damage in any one
occurrence.
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Such policies of insurance must include coverage for all operations
performed for Augusta by the CVB, coverage for the use of all owned, non - owned,
hired automobiles, vehicles and other equipment both on and off work.
(b) Workers' Compensation Insurance. Workers' compensation
insurance for its employees in accordance with the provisions of the Workers'
Compensation Act of the State of Georgia.
SECTION 9
NOTICE
9.1 Any notice, request, demand, statement or consent required or
permitted to be given hereunder be given via registered or certified mail, returned
receipt requested, postage prepaid, to the other at the respective address given
hereinbelow:
To the CVB: To Augusta:
Barry White, President /CEO Mayor
Augusta Convention Augusta, Georgia
and Visitors Bureau, Inc. 530 Greene Street
1450 Greene Street, Suite 110 8th Floor, Municipal Bldg.
Augusta, Georgia 30901 Augusta, Georgia 30911
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SECTION 10
CONSTRUCTION AND SEVERABILITY
10.1 If any part of this Agreement is held to be invalid or
unenforceable by any law, regulation or court decision, such holding will not affect
the validity or enforceability of any other part of this Agreement.
SECTION 11
AMENDMENTS
11.1 This Agreement may be altered, amended, changed or modified
as mutually agreed upon by and between Augusta and the CVB, and such
alterations, amendments, changes or modifications shall be incorporated into
written amendments to this Agreement.
SECTION 12
APPLICABLE LAW
12.1 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia.
SECTION 13
APPROVAL REQUIRED
13.1 This Agreement is contingent upon and shall not become
effective or binding until formally approved by the Augusta- Richmond County
Commission and the Board of Directors of the Augusta Convention and Visitors
Bureau, Inc.
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SECTION 14
MISCELLANEOUS
14.1 Entire Agreement. This written instrument constitutes the entire
agreement of the parties hereto concerning the subject matter hereof, and any prior
or contemporaneous oral or written agreement which purports to vary from the
terms hereof shall be void.
14.2 Governing Law. This Contract shall be subject to all valid rules,
regulations and laws applicable thereto, as promulgated by the United States of
America, the State of Georgia or any other governmental body or agency having
lawful jurisdiction, and supersedes all contracts that may be in existence.
14.3 Assignment. The CVB shall not assign this Contract or any
interest therein without the prior written approval of Augusta.
14.4 Public Access - Open Meetings. The CVB shall provide
reasonable public access to all the CVB board and committee meetings, according
to the Georgia Open Meetings Law, and shall issue notices of meetings required by
said Open Meetings Law, as if the CVB were a governmental entity subject to said
Open Meetings Law.
14.5 Public Access - Open Records. The CVB recognizes its
obligations to continue to maintain open and public records as required by the
Georgia Open Records Act and subject to any exception enumerated therein.
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14.6 Time. Time is of the essence of this Contract.
IN WITNESS WHEREOF, the parties have executed this Agreement by and
through their duly authorized officers at Augusta, Georgia, this ( - 1 46- day of
(A-‘,,
, 2010.
Signed, sealed and delivered in the AUGUSTA
CONVENTION & VISITORS
presence of: BURE bJ, INC.
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Notary -Pub -, ' ichmond County, ATTEST:
State of Georgia ) a i p
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Signed, sealed and delivered in the AUGUSTA, GEORGIA
presence of:
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