HomeMy WebLinkAboutMetropolitan Convention and Vistors Bureau
Augusta Richmond GA
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AUGUSTA METROPOLITAN CONVENTION AND VISITORS BUREAU, INC.
PROFESSIONAL SERVICES CONTRACT
WITH
AUGUSTA-RICHMOND COUNTY
STATE OF GEORGIA 9
COUNTY OF RICHMOND 9
This agreement (<<contract") is made and entered into by the
Augusta-Richmond County Commission, a consolidated municipal
corporation and county created by Georgia laws 1995, page 3642 et
seq. and Georgia Laws 1995, p. 3648 et seq., hereinafter referred
to as <<Augusta-Richmond County", 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-Richmond County 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-Richmond County and the surrounding
area;
WHEREAS, the former city Council of Augusta and the Board of
commissioners of Richmond County created the Augusta-Richmond
County Convention and visitors Bureau (CVB) by joint ordinance
enacted March 3, 1987 and March 9, 1987; and
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WHEREAS, pursuant to a.C.G.A. 48-13-50 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-RiChmond County, 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 ln 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 promoting tourism
activities;
WHEREAS, Augusta-RiChmond County benefits directly and
indirectly from more economic activity by increased sales tax and
hotel tax income produced by tourism activities;
WHEREAS, the Augusta Metropolitan Convention and visitors
Bureau, Inc. (AMCVB) has been incorporated to provide professional
services to Augusta-Richmond County for convention and tourism
purposes;
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WHEREAS, Augusta-Richmond County 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-
Richmond County;
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 establ ish 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-Richmond County.
NOW THEREFORE, the parties do agree as follows:
SECTION 1
AMCVB COVENANTS
In consideration of the Augusta-Richmond County's agreement to
pay monies to the AMCVB from its hotel occupancy tax revenues, and
its mixed drink and wholesale 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 tourist
and convention delegates or registrants to Augusta-Richmond County,
all in accordance with the AMCVB marketing plan.
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Specifically, but without limitation, AMCVB covenants and
agrees as follows:
1.1 To promote the lease of facilities in Augusta-Richmond
County on dates available.
1.2 To conduct coordinated state, regional, national, and
international advertising, publicity and promotion campaigns
emphasizing the attractions offered in Augusta-Richmond County 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-Richmond County.
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.
1.5 To participate ln 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-Richmond
County may be continued and expanded.
1.6 To solicit convention and meeting holding organizations
to use appropriate facilities located in Augusta-Richmond County
and surrounding areas.
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1.7 To provide services to associations, organizations or
groups convening or holding meetings in Augusta-Richmond County;
and to coordinate with the appropriate Augusta-Richmond County
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-Richmond County.
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-Richmond County
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.
1.10 To maintain appropriate bank accounts and records for
deposit and expenditure of all funds paid by Augusta-Richmond
County hereunder.
1.11 To operate and maintain an accounting system in
accordance with professional 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 it's financial report to Augusta-Richmond
County.
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1.13 To permit authorized officials of Augusta-Richmond County
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 in
this Contract.
SECTION 2
AMCVB BUDGET AND MARKETING PLAN
2.1 In order for Augusta-Richmond County to monitor the
operation of the AMCVB hereunder, AMCVB shall, submit to the
Augusta-Richmond County Commission its entity-wide budget and
marketing plan for each fiscal year.
The marketing plan 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-
Richmond County shall pay to the AMCVB not less than forty (40%)
percent of all monies collected from its hotel-motel tax levied
pursuant to O.C.G.A. 48-13-50 et seq. and 100% of the Urban
services District wholesale beer and mixed drink taxes levied and
collected pursuant to former City Council of Augusta Ordinance No.
5805 and any successor ordinance thereto and any monies from any
other revenue source hereafter dedicated to the purpose of this
Contract.
Augusta-Richmond County shall make said payments to
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AMCVB monthly on or before the 15th day of each month and on a like
day each month during the term of this Agreement, commencing on or
before the 15th day of January, 1997, for hotel-motel, beer and
mixed drink sales subj ect to said taxes for the month ending
November, 1996 (two months previous). By illustration: taxes on
said sales for the month of January shall be remitted by Augusta-
Richmond County to the AMCVB not later than the 15th day of March
next following.
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-Richmond County through the AMCVB for the
purposes of promoting convention and tourism acti vi ties wi thin
Augusta-Richmond County. The AMCVB shall be the exclusive provider
to Augusta-Richmond County for promotion of convention and tourism
related activities within Augusta-Richmond County.
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-Richmond County with other
reports of information which Augusta-Richmond County may reasonably
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require to verify the proper use of tax monies paid to the AMCVB
hereunder.
SECTION 4
TERM; AMCVB OPTION TO RENEW
4.1 The initial term of this Contract shall be for a period
of four (4) years commencing on January 1, 1997, and extending
through December 31, 2000, unless this Contract shall have been
sooner terminated or extended in accordance with other provisions
contained herein.
4.2 Provided AMCVB is in compliance with all terms and
condi tions of this Contract, AMCVB will have the option at the
beginning of calendar year 2000 to request Augusta-Richmond County
to enter into negotiations with AMCVB for an additional four (4)
year term under the same terms and conditions as herein provided.
SECTION 5
INDEPENDENT CONTRACTOR
5.1 The relationship of the AMCVB to Augusta-Richmond County
shall be that of independent contractor as to all services
performed hereunder and not as an officer, agent, servant or
employee of Augusta-Richmond County. 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
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employees of Augusta-Richmond County for any purpose whatsoever.
The AMCVB further agrees that neither it nor its employees are
entitled to any benefits from Augusta-Richmond County. 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-Richmond County.
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-Richmond County, Augusta-Richmond County 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-Richmond
County.
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SECTION 7
PERSONNEL; DISCRIMINATION PROHIBITED
7.1 Augusta-Richmond County Employees
(a) It is mutually understood and agreed that the AMCVB is
under no obligation to hire and provide employment for any of the
existing employees of Augusta-Richmond County ("County Employees") .
The AMCVB, may, however, desire to hire one or more County
Employees as a new hire, and Augusta-Richmond County shall not
discourage any such employee from accepting employment with the
AMCVB.
(b) with respect to County Employees who may be hired by
AMCVB, Augusta-Richmond County understands and agrees that the
AMCVB shall not be held liable or responsible for any actions or
omissions of said employees which actions or omissions arose out of
their employment with Augusta-Richmond County and occurred prior to
the date of hire of said employee by the AMCVB. The AMCVB
understands and agrees that Augusta-Richmond County will not be
liable or responsible for any actions or omissions of said
employees, which actions or omissions arise out of their employment
with the AMCVB and occur as of and after the date of their hire by
the AMCVB.
7.2 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-Richmond County.
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7.3 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.
7.4 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
TITLE TO AUGUSTA-RICHMOND COUNTY CONVENTION AND VISITORS
BUREAU (CVB) PERSONAL PROPERTY
8.1 Augusta-Richmond County Convention and visitors Bureau
Personal Property.
Augusta-Richmond County owns certain personal property, both
tangible and intangible, including but not limited to furniture,
equipment and money used in connection with its tourism promotion
activities ("CVB Property"), more fully described in Exhibit "A".
Augusta-Richmond County does hereby convey to AMCVB all its right,
title and interest in and to said personal property.
8.2 Condition of Augusta-Richmond CVB Property.
The AMCVB accepts said Augusta-Richmond County CVB property in
its present "AS IS" condition.
SECTION 9
INSURANCE
9.1 The AMCVB shall procure and maintain at its expense
during the term of this Agreement, bonds and insurance in the kinds
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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
combined single limit 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-Richmond County 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 10
NOTICE
11.1 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:
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To AMCVB:
Barry White, Executive Director
Augusta Metropolitan Convention
and visitors Bureau, Inc.
32 Eighth st., ste 200
Augusta, Ga 30901
To Augusta-Richmond County:
Mayor, Augusta Richmond
County
8th Floor, Municipal Bldg.
Augusta, Ga 30911
SECTION 11
CONSTRUCTION AND SEVERABILITY
12.1 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 12
AMENDMENTS
13.1 This Agreement may be altered, amended, changed or
modified as mutually agreed upon by and between Augusta-Richmond
County and the AMCVB, and such alterations, amendments, changes or
modifications shall be incorporated into written amendments to this
Agreement.
SECTION 13
APPLICABLE LAW
This Agreement shall be governed by and construed and enforced
in accordance with the laws of the state of Georgia.
SECTION 14
APPROVAL REOUIRED
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 Metropolitan Convention and visitors Bureau, Inc.
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SECTION 15
MISCELLANEOUS
16.1 Entire Agreement. This written instrument constitutes the
entire agreement of the parties hereto concerning the subj ect
matter hereof, and any prior or contemporaneous oral or written
agreement which purports to vary from the terms hereof shall be
void.
16.2 Governing Law. This Contract shall be subj ect to all
val id 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.
16.3 Assignment. AMCVB shall not assign this Contract or any
interest therein without the prior written approval of Augusta-
Richmond County.
16.4 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.
16.5 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement
officers at Augusta, Georgia,
by and through thein::~Y.;~thorized
this ~ day of ~ 19~.
Signed, sealed and delivered
in the presence of:
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: tary Iille. olumbia County, Georgia
. MY C~!l1ission ExPir/eSJUne 21, 199B
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AUGUSTA METROPOLITAN CONVENTION
& VISITORS BUREAU, INC.
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EXHIBIT 'A'
AUGUSTA RICHMOND COUNTY CONVENTION AND VISITORS BUREAU PROPERTY
. Financial institution accounts and certificates of deposit
standing in the name of "Augusta-Richmond County Convention
and Visitors Bureau",
. Vehicles titled in the name of "Augusta-Richmond County
Convention and Visitors Bureau".
. Furni ture, equipment and fixtures on the premises of the
Cotton Exchange building in the offices of the "Augusta-
Richmond County Convention and Visitors Bureau" and Cotton
Exchange Museum.
. Computer equipment and all software.
. Security alarm system in the Cotton Exchange building.
. Audio visual equipment.
. Telephone equipment and software.
. Display booths used for trade shows.
. Artifacts and museum pieces donated to or bought by the Cotton
Exchange Museum.
. Miscellaneous materials, brochures and supplies.
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