HomeMy WebLinkAboutAugusta Metropolitan Convention and Visitors Bureau , Inc.
Augusta Richmond GA
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AUGUSTA METROPOLITAN CONVENTION AND VISITORS
BUREAU. INC.
PROFESSIONAL SERVICES CONTRACT
WITH
AUGUSTA. GEORGIA
STATE OF GEORGIA )
)
COUNTY OF RICHMOND )
THIS AGREEMENT ("Contract") is made and entered into by
Augusta, Georgia, by and through the Augusta-Richmond County Commission, a
political subdivision of the state of Georgia created by Georgia Laws 1995, p. 3648
et seq., as amended, hereinafter referred to as "Augusta", and the Augusta
Metropolitan Convention and Visitors Bureau, Inc., a Georgia non-profit
Corporation, hereinafter referred to as "AMCVB", each acting by and through its
authorized officials, who declare as follows:
WHEREAS, the Augusta-Richmond County Commission desires to
promote the benefits and advantages of Augusta and the surrounding Augusta
Metropolitan Area, 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 Augusta-Richmond County
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Convention and Visitors Bureau (CVB) by joint ordinance enacted March 3, 1987,
and March 9, 1987; and
WHEREAS, pursuant to O.C.G.A. 948-13-50 et seq. the Augusta-
Richmond County Commission, as successor to the City Council of Augusta and
the Board of Commissioners of Richmond County, 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, the Augusta-Richmond County Commission levies and
collects a tax upon mixed drinks sold at retail and upon wholesale beer sold in its
Urban Service District, said District being coterminous with the former
incorporated limits of the City Council of Augusta; and
WHEREAS, the proceeds of said mixed drink and wholesale beer
taxes have been remitted to the Augusta-Richmond County Convention and
Visitors Bureau for the purpose of operating a local welcome center;
WHEREAS, Augusta benefits directly and indirectly from more
economic activity by increased sales tax and hotel tax income produced by tourism
activities;
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WHEREAS, the Augusta Metropolitan Convention and Visitors
Bureau, Inc. (AMCVB) has been incorporated to provide professional services to
Augusta for convention and tourism purposes;
WHEREAS, Augusta and the AMCVB desire that the AMCVB be
the exclusive provider of convention and tourist promotion services as hereinafter
outlined for the benefit of Augusta;
WHEREAS, the incorporated AMCVB shall succeed to the interest
of the former Augusta-Richmond County Convention and Visitors Bureau;
WHEREAS, it is the intention of Augusta-Richmond County to
provide funding to the AMCVB through the taxes levied and collected as
heretofore identified; and
WHEREAS, the Augusta-Richmond County Commission and the
AMCVB desire to establish a general framework for future efforts and establish
procedures by which the AMCVB 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
AMCVB COVENANTS
In consideration of the Augusta's agreement to pay monies to the
AMCVB from its hotel occupancy tax revenues, and its mixed drink and wholesale
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beer tax revenues, as hereinafter provided, the AMCVB 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 AMCVB
marketing plan.
Specifically, but without limitation, AMCVB 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.
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 Cotton Exchange Welcome Center at 32 Eighth Street, Augusta,
Richmond County, Georgia 30901.
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1.5 To participate in appropriate tourism agencies and convention
associations such as the Georgia Department of Industry Trade and Tourism, 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
hotels and motels located in Augusta and other jurisdictions, including but not
limited to Columbia County, Georgia; 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 the Augusta-Richmond County
Commission.
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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 cause the Executive Director of the AMCVB to appear on
request from time to time before the Augusta-Richmond County Commission to
discuss the AMCVB program.
1.15 To perform all other covenants provided elsewhere III this
Contract.
SECTION 2
AMCVB BUDGET AND MARKETING PLAN
2.1 In order for Augusta to monitor the operation of the AMCVB
hereunder, AMCVB shall, submit to the Augusta-Richmond County Commission I
its entity-wide budget and marketing plan for each fiscal year. The marketing plan ·
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shall provide specific and detailed actions to be performed by the AMCVB during
the fiscal year in question.
SECTION 3
PAYMENT AND USE OF FUNDS
3.1 In consideration of the professional services to be performed by
the AMCVB under the terms of this Contract, Augusta shall pay to the AMCVB
not less than thirty-three and one-third (33-1/3%) percent of all monies collected
after the effective date of the increase in its hotel-motel tax to six (6%) percent
levied pursuant to O.C.G.A. 948-13-50 et seq. for each year or portion of year
thereafter, plus the sum of One Hundred Twenty-Five Thousand and nollOO
($125,000.00) Dollars per annum from revenues from the taxes on the sale of
mixed drinks and wholesale beer tax, to be paid in equal monthly installments.
Augusta shall make said payments to AMCVB monthly on or before the 15th day
of each month and on a like day each month during the term of this Contract,
commencing on or before the 15th day of January, 2001.
3.2 Exclusive Agreement. It is recognized that said hotel-motel
tax, mixed drink tax, and wholesale beer tax herein before identified may be only
expended by Augusta through the AMCVB for the purposes of promoting
convention and tourism activities within Augusta. The AMCVB shall be the
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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 AMCVB from the tax sources
hereinbefore identified in Section 3.1, the AMCVB' 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 including but not limited to, Columbia County, Georgia.
3.4 AMCVB shall provide Augusta with other reports of
information which Augusta may reasonably require to verify the proper use of tax
monies paid to the AMCVB hereunder.
3.5 In addition to the monies paid to the AMCVB under Section 3.1
hereof, such additional hotel-motel tax monies paid by Augusta to the AMCVB,
after the effective date of the increase in its hotel-motel tax to six (6%) percent,
levied pursuant to O.C.G.A. 948-13-50 et seq. for each year or portion of year
thereafter, shall be distributed pursuant to the following criteria, as determined by a
committee to 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:
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Directors of the AMCVB, and four members of the AMCVB Board of Directors
appointed to said committee annually by said Board, one of whom shall be the
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Chairman of the AMCVB Board and one shall be the 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 years as set forth in the by-laws of the AMCVB; the terms of the two
members of the AMCVB Board, other than the Chairman and the representative of
the hoteVmotel industry, shall be for \!ne year and shall be for a term concurrent
with his term on the AMCVB; and the term of the Chairman shall be for one year:
(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,
approved and signed by the applicant and the AMCVB 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 ) Grant Contracts must be used 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;
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(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 these funds.
It should be the intention of the organization seeking funds to be self-sustaining.
(e) Funds may be authorized through a contract for not more than
five (5) years, or annually, based upon qualifications.
(f) An annual audit by a qualified independent accounting firm, or
by a qualified government auditor, is required for each Grant, and for each year
during the Grant.
SECTION 4
TERM: AMCVB OPTION TO RENEW
The term of this Contract shall be for a period of four (4) years
commencing on January 1, 2001, and extending through December 31, 2004,
unless this Contract shall have been sooner terminated or extended in accordance
with other provisions contained herein.
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SECTION 5
INDEPENDENT CONTRACTOR
5.1 The relationship of the AMCVB 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. AMCVB 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 AMCVB Employees. Neither the AMCVB nor its employees
are considered to be employees of Augusta for any purpose whatsoever. The
AMCVB further agrees that neither it nor its employees are entitled to any benefits
from Augusta. The AMCVB 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 Augusta Metropolitan Convention and
Visitors Bureau, Inc. (AMCVB) is not a political subdivision, agency or
instrumentality of Augusta.
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SECTION 6
TERMINATION
6.1 Termination for Cause. If through any cause, the AMCVB
shall fail to fulfill in a timely manner any of its obligations under this Contract and
the AMCVB fails to commence good faith continuous efforts to cure such default
within fifteen (15) days of receipt of notice of default from Augusta, Augusta shall
thereupon have the right terminate this Contract by giving written notice to the
AMCVB 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 AMCVB. The AMCVB may terminate this
Agreement at any time by giving at least six (6) months prior written notice to
Augusta.
SECTION 7
PERSONNEL: DISCRIMINATION PROHffiITED
7.1 AMCVB Employees. The AMCVB represents that it has, or
will secure at its own expense, all personnel required in performing all of the
AMCVB services required under this Agreement. All employees of the AMCVB
shall not be the employees of or have any contractual relationships with Augusta.
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7.2 Qualifications. All the AMCVB services required hereunder
will be performed by the AMCVB or under its supervision and all personnel
engaged in performing the AMCVB services shall be qualified.
7.3 No Discrimination. In performing the AMCVB servIces
required hereunder, the AMCVB shall not discriminate against any person on the
basis of race, color, religion, sex, national origin or ancestry, age or physical
handicap, and shall comply with local, state and federal laws and regulations
applicable to the AMCVB relating to non-discrimination.
SECTION 8
INSURANCE
8.1 The AMCVB 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 AMCVB services, whether performed by the
AMCVB 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
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of liability for bodily injury, including death, and property damage in anyone
occurrence.
Such policies of insurance must include coverage for all operations
performed for Augusta by AMCVB, 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:
ToAMCVB:
To Augusta:
Barry White, Executive Director
Augusta Metropolitan Convention
and Visitors Bureau, Inc.
1450 Greene Street, Suite 110
Augusta, Georgia 30901
Mayor, Augusta, Georgia
8th Floor, Municipal Bldg.
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 AMCVB, 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
APPRO V AL REQUIRED
13.1 This Agreement is contingent upon and shall not become
effective or binding until formally approved by the Augusta-Richmond County
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Commission and the Board of Directors of the Augusta Metropolitan Convention
and Visitors Bureau, Inc.
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. AMCVB shall not assign this Contract or any
interest therein without the prior written approval of Augusta.
14.4 Public Access - Open Meetings. AMCVB shall provide
reasonable public access to all AMCVB board and committee meetings
(collectively "AMCVB Meetings"), according to the Georgia Open Meetings Law,
and shall issue notices of meetings required by said Open Meetings Law, as if the
AMCVB were a governmental entity subject to said Open Meetings Law.
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14.5 Public Access - Open Records. The AMCVB 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.
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
iC1 ~ day of ~. ,2000.
Signed, sealed and delivered in the
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