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HomeMy Public PortalAbouttrade center first Mend.pdfFIRST AMENDMENT TO INTERGOVERNMENTAL CONTRACT (City of Tybee Island) This First Amendment to Intergovernmental Contract (this "First Amendment"), dated as of December 1, 2000, between the GEORGIA INTERNATIONAL AND MARITIME TRADE CENTER AUTHORITY, a public body corporate and politic and an instrumentality of the State of Georgia, created under the laws of the State of Georgia (the "Authority"), and the CITY OF TYBEE ISLAND, a municipal corporation and a political subdivision of the State of Georgia (the "City"); WITNESSETH: WHEREAS, the City and the Authority entered into an Intergovernmental Contract (the "Contract") dated as of December 1, 1997, for the purpose of having the Trade Center Tax described in the Contract and collected by the City paid to the Authority in order to assist the Authority in providing for the operation and management ofthe Georgia International and Maritime Trade Center (the "Trade Center"); and WHEREAS, Section 1.1 of the Contract provided for its expiration on the earlier of December 1, 2000 or the date on which the Trade Center will no longer be operated for the purposes authorized by Georgia law; and WHEREAS, the parties hereto wish to extend the expiration date of the Contract pursuant to the terms of this First Amendment; NOW, THEREFORE, the City and the Authority agree as follows: 1. Section 1.1 of the Contract is hereby stricken in its entirety and a new Section 1.1 is hereby inserted in lieu thereof to read as follows: Section 1.3 Effective Date; Duration of Term. This Contract shall be effective as of the date hereof and shall expire on the earlier of December 1, zo D6 , or the date on which the Trade Center will no longer be operated for the purposes authorized by the Act. This Contract may be renewed by agreement of the parties hereto. 2. Except as amended hereby, all other provisions ofthe Contract shall remain in full force and effect. IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to Intergovernmental Contract to be executed by their duly authorized officers in their respective corporate names and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written. (Corporate Seal) (Corporate Seal GEORGIA INTERNATION.t .. AND MARITIME TRADE ER AU By: Ch. an Attest: Secretary / CITY OF TYBEE ISLAND By: ayor I:\Wpfile\Kridenhour\Trade Center\First Amendment to Intergov Contr -Tybee.wpd INTERGOVERNMENTAL CONTRACT (City of Tybee Island) This Intergovernmental Contract, dated as of December 1, 1997 (this "Contract"), between the GEORGIA INTERNATIONAL AND MARITIME TRADE CENTER AUTHORITY, a public body corporate and politic and an instrumentality of the 'State of Georgia, created under the laws of the State of Georgia (the "Authority"), and the CITY OF TYBEE ISLAND, a municipal corporation and a political subdivision of the State of Georgia (the "City"); WITNESSETH: WHEREAS, the Authority has been created pursuant to an act of the Georgia General Assembly, Georgia Laws 1995, page 4499, et seq. (the "Act") as a public corporation and an instrumentality of the State of Georgia (the "State") for the purpose of developing and promoting for the public good, the growth of the State's import and export markets and facilitating economic growth, public welfare, education and recreation; and WHEREAS, under the Act, the Authority is authorized to acquire, construct, erect, own, repair, remodel, maintain, add to, extend, improve, equip, operate and manage "projects," which shall be deemed to mean and include buildings and facilities to be used for trade shows, conferences, amusements or educational purposes and for fairs, expositions, exhibitions or marketing in connection therewith; and WHEREAS, under the Act, the cost of the acquisition, construction and equipping of any such project may be paid from funds of the Authority, the City of Savannah or Chatham County, Georgia (the "County"), and from any grant of funds from the State of Georgia, its departments, agencies or authorities or from the United States or any agency or instrumentality thereof; and WHEREAS, under the Act, the Authority is further authorized to enter into contracts and leases with the State or any political subdivision thereof and any and all persons, firms and corporations, and to execute all instruments necessary or convenient, including contracts for the acquisition and construction of projects and leases of projects or contracts with respect to the use and management of projects which it causes to be erected or acquired; and WHEREAS, under the Act, the Authority is further authorized to acquire and construct any project on any lands the title to which shall then be in the County, the City or any other municipality in the County, and the governing authority or body of the County. the City or any of the said other municipalities is authorized to convey title to such lands to the Authority upon the receipt of such lawful consideration as may be determined by the parties to such conveyance; and WHEREAS, after careful study and investigation, the City and the Authority have determined that the acquisition, construction and operation of an international maritime trade center (the "Trade Center") together with related buildings and facilities useful or desirable in connection therewith for the use and benefit of the residents of the County, the City, the coastal area of Georgia and the State is in the best interests of said entities; and WHEREAS, by referendum held in the County on June 15, 1993 a majority of the qualified voters voting in said referendum approved the imposition of a one percent sales and use tax in the County, with a portion of the proceeds of such tax having been designated to be used, together with a grant of certain funds by the State, to acquire, construct and equip the Trade Center; and WHEREAS, the City has determined that the best method of providing for the management and operation of the Trade Center would be for the Authority to acquire the Trade Center from the County upon its completion and to operate the same as a public facility, all for the benefit of the residents of the County, the City, the coastal area of Georgia and the State as aforesaid; and WHEREAS, pursuant to O.C.G.A. § 48-13-51(a)(3.2), the County (within the territorial limits of the special district located within the County), the City and the other municipalities within the County, are authorized to levy and collect within the boundaries of said special district of the County and within the boundaries of said municipalities, respectively, an excise tax upon the furnishing for value of public accommodations at the rate of six percent of the charge to the public for such furnishing (the "Hotel/Motel Tax"); and WHEREAS, pursuant to O.C.G.A. § 48-13-51(a)(3.2), the County or a municipality levying the Hotel/Motel Tax shall expend in each fiscal year during which the Hotel/Motel Tax is collected an amount equal to 16-2/3 percent of the Hotel/Motel Tax for the purpose of either marketing or operating trade and convention facilities (hereinafter referred to as the "Trade Center Tax"). Pursuant to O.C.G.A. § 48-13-51(a)(3.2), marketing and operating expenditures may include a pre -opening marketing program for such a facility and an escrow account accrued prior to opening such facility to cover operating expenses to be incurred after the opening of such a facility; and WHEREAS, the City, pursuant to an ordinance duly adopted, has levied the Hotel/Motel Tax at the rate of six percent and has authorized the expenditure of the Trade Center Tax in accordance with the provisions of O.C.G.A. § 48-15-51(a)(3.2) as set forth above; and WHEREAS, the City wishes to enter into this Contract with the Authority for the purpose of providing for the operation and management of the Trade Center by the Authority, with the Trade Center Tax collected by the City to be paid to the Authority by the City in consideration for such operation and management; NOW, THEREFORE, in order to provide for the terms and conditions of operation and management of the Trade Center upon completion of the same, the City and the Authority agree as follows: 2 ARTICLE I ACQUISITION AND CONSTRUCTION OF TRADE CENTER; OPERATION; TERM; TAX PAYMENTS Section 1.1 Acquisition and Construction of the Trade Center. Pursuant to an intergovernmental lease agreement (the "Lease"), dated as of December 20, 1996, between the County and the Authority, the County has agreed to acquire, construct and equip the Trade Center and has agreed, upon completion of the same (the "Completion Date"), to lease the Trade Center to the Authority in consideration for the Authority's agreement to operate, manage and maintain the Trade Center, pursuant to and in accordance with the terms of the Lease. The Completion Date shall be evidenced by a written certification of completion of the Trade Center by an authorized representative of the County. Section 1.2 Marketing, Operation and Management of the Trade Center. The Authority hereby agrees as follows: (a) upon execution of this Contract, to undertake the pre - marketing responsibilities for the Trade Center, including, as necessary, the hiring of personnel and/or contracting with others for the purpose of providing the required pre -opening promotion of the Trade Center and other pre -opening services; and (b) from and after the Completion Date and during the remaining term of the Lease, to operate, manage and maintain the Trade Center for the purpose of developing and promoting for the public good, the growth of the State's import and export markets and facilitating economic growth, public welfare, education and recreation. The Trade Center shall be used for trade shows, conferences, amusements or educational purposes and for fairs, expositions, exhibitions or marketing in connection therewith, all for the use and benefit of the residents of the County, the City, the coastal area of Georgia and the State. The Authority hereby agrees to operate, manage and maintain the Trade Center in consideration of the payments to be received from the City as set forth in Section 1.4 hereof and in accordance with the provisions of this Contract. From said payments, from revenues to be received from the County and any other municipalities within the County which levy the Hotel/Motel Tax and contract with the Authority for payment of the Trade Center Tax to the Authority, and from operating revenues of the Trade Center, the Authority shall pay or cause to be paid the reasonable and necessary costs of operating, maintaining and repairing the Trade Center, including salaries, wages, employee benefits, the payment of any contrac•aa1 obligations incurred pertaining to the operation and management of the Trade Center, cost of materials and supplies, rentals of leased property, real or personal, insurance premiums, legal fees, audit fees, any incidental expenses of the Authority and such other charges as may properly be made for the purpose of operating, maintaining and repairing the Trade Center in accordance with sound business practice. Section 1.3 Efi.:ctive Date; Duration of Term. This Contract shall be effective as of the date hereof and shall expire on the earlier of December 1, 2000, or the date on which, following its completion, the Trade Center will no longer be operated for the purposes authorized by the Act. This Contract may be renewed prior to its expiration by agreement of the parties hereto. -3 Section 1.4 Trade Center Tax Payments. Upon execution of this Contract, the City agrees to pay to the Authority all of the Trade Center Tax theretofore collected by the City and, during the remaining term of this Contract, to pay to the Authority by the 20th day of each calendar month, beginning in the month of January, 1998, all of the Trade Center Tax collected since the preceding month. The City may make the Trade Center Tax payments required hereunder from any lawfully available funds and may make additional payments from time to time as determined in the sole discretion of the City, which it deems to be necessary or desirable in connection with the Trade Center. Section 1.5 No Impairment of Tax. During the term of this Contract, the City shall neither cease to levy and collect, nor reduce the rate of, the Hotel/Motel Tax in any manner that will impair the payments to be made to the Authority pursuant to Section 1.4 hereof. Section 1.6 Enforcement of Obligations. The obligation of the City to make the Trade Center Tax payments under Section 1.4 may be enforced by the Authority by specific performance; it being acknowledged and agreed by the Authority and the City that no other remedy at law is adequate to protect the interests of the parties hereto. ARTICLE II SPECIAL COVENANTS AND AGREEMENTS OF THE AUTHORITY The Authority hereby covenants and agrees with the City as follows: Section 2.1 Annual Report. The Authority shall prepare and submit to the City and the Chatham County delegation of the Georgia General Assembly an annual report at the end of each fiscal year or calendar year of the Authority outlining the work of the Authority, shall provide for an annual independent audit of income and expenditure and shall furnish a copy of the same to each such body. Section 2.2 Financial Information. The Authority shall furnish to the City, upon request, any monthly financial statements prepared by the Authority's staff for presentation to the Authority. If requested, the Authority will furnish to the City unaudited monthly financial statements showing income and expenses of the Authority in reasonable detail. Section 2.3 Books and Records. The Authority covenants that it will keep accurate records and accounts of all items of cost and expenditure relating to the Trade Center and all revenues collected and the application thereof. The City and its agents, accountants, attorneys, engineers, experts and representatives shall have the right, at reasonable times and upon reasonable notice, to inspect all books and records of the Authority, or in the Authority's possession, relating to the Trade Center. 4 Section 2.4 Access to the Project. The Authority agrees that the City and its duly authorized agents, accountants, attorneys, engineers, experts and representatives shall have the right to inspect the Trade Center at all reasonable times and on reasonable notice. ARTICLE III SPECIAL COVENANTS OF THE CITY The City covenants and agrees with the Authority as follows: Section 3.1 Collection of Taxes. The City shall levy and collect the Hotel/Motel Tax at a rate of six percent and, from the proceeds thereof, make the Trade Center Tax payments required as set forth herein for and during the term of this Contract. Section 3.2 Records Regarding Tax Payments. The City shall furnish the Authority with a monthly written statement, on or before the date the Trade Center Tax payments are due, of the amount of each Trade Center Tax payment to be made by the City. Upon the request of the Authority, the City shall furnish to the Authority copies of all books and records of the City pertaining to the levy and collection of the Hotel/Motel Tax and related Trade Center Tax payments. ARTICLE IV MISCELLANEOUS Section 4.1 Independent Contractor. In performing this Contract, the Authority is acting as an independent contractor. The City shall not have any power to control the means, methods or techniques by which the Authority undertakes the activities contemplated herein, except as may be otherwise expressly provided. Section 4.2 Limited Liability. The financial liability of the Authority for failure to perform any of its obligations under this Contract shall be limited to the Authority's interest in the Trade Center and in the revenues of the Trade Center. The financial liability of the City for failure to perform any of its obligations under this Contract shall be limited to the interest of the City in the Trade Center Tax. Section 4.3 No Interest for County. By virtue of this Contract, except as otherwise set forth herein, the City shall not have or hereafter acquire any legal or equitable interest of any nature in, under or to (i) the leases, licenses, contracts, accounts or other intangible rights or obligations acquired or incurred by the Authority in connection with the operation and management of the Trade Center, or (ii) the operating revenues of the Trade Center. -5 Section 4.4 No Third Party Beneficiaries. Nothing in this Contract is intended or shall be deemed to confer any interest in this Contract or benefit to persons not parties hereto. No obligation imposed on any party under this Contract is imposed for the benefit or with the intent to permit enforcement by anyone who is not a party to this Contract. Section 4.5 Entire Agreement; Amendments. This Contract contains the entire agreement of the City and the Authority relating to the matters covered by this Contract. No representation, promise or understanding has been made, and no collateral agreement, stipulation or undertaking exists, which will have any force and effect with respect to the matters covered by this Contract except as set forth herein. No amendment, modification, release, discharge or waiver of the provisions of this Contract shall be of any force, value or effect unless it is in writing and is duly authorized and executed by the Authority and the City. Section 4.6 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, return receipt requested, postage prepaid to the parties hereto at the following addresses or such other address designated by such party in writing: If to the Authority: If to the City: Georgia International and Maritime Trade Center P.O. Box 14111 Savannah, Georgia 31416 City of Tybee Island City Hall P.O. Box 2749 Tybee Island, Georgia 31328 Attention: Mayor Section 4.7 Binding Effect. This Contract shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. Section 4.8 Severability. If any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or ren_'.er unenforceable any other provision hereof. Section 4.9 Execution Counterparts. This Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 4.10 Captions. The captions and headings in this Contract are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this Contract. -6 Section 4.11 Law Governing Contract. This Contract shall be governed by, and construed in accordance with, the laws of the State of Georgia. IN WITNESS WHEREOF, the Authority and the City have caused this Intergovernmental Contract to be executed by their duly authorized officers in their respective corporate names and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written. GEORGIA INTERNATIONAL AND MARITIME TRADE ' I TER AU HORITY (Corporate Seal) By: C Attest: Secretary CITY OF TYBEE ISLAND By: Atte ayor -7