19 - Convention Center Management Agreement & Intent to Reimburse Costs of Civic CenterItem No. 19
TO: City Council
John Godwin, City Manager
FROM: Gene Anderson, Finance Director
SUBJECT: CONVENTION CENTER MANAGEMENT AGREEMENT &
RESOLUTION OF INTENT TO REIMBURSE COSTS OF CIVIC CENTER
DATE: June 19, 2019
BACKGROUND: The citizens of Paris voted to increase the hotel occupancy tax from 7% to
9%. The City will issue certificates of obligation to fund various capital improvements at Love
Civic Center. The increased revenues from the hotel occupancy tax will be used to make the debt
payments on the certificates of obligation which are expected to be issued in December 2019.
STATUS OF ISSUE: In order for the certificates of obligation to be issued on a tax-exempt
basis, changes need to be made to the current agreement between the City and the Lamar County
Chamber of Commerce. These changes have been provided to us by our bond attorney. Also, the
Chamber of Commerce would like to begin the proposed capital improvements as soon as
possible. The reimbursement resolution being presented would allow the Chamber to start the
capital improvements by using Chamber reserve funds to pay contractors in the near term with
the Chamber being reimbursed for those expenditures when proceeds from the certificates of
obligation become available.
BUDGET: The Chamber has previously provided capital improvement project information to the
City Council.
RECOMMENDATION: Motion to approve amendments to the current City/Chamber of
Commerce agreement and to approve a reimbursement resolution related to the civic center
improvements.
UEASF, f COQ""VE° 1 IOC' CL]I °f'Kl ANAG EM a py r AGREEMENT
This Agreement shall be between the City of Paris, Texas, a home rule municipal corporation
(hereinafter CITY), and the Lamar County Chamber of Commerce, a 501C-6 not- for-profit
corporation (hereinafter CHAMBER), which in consideration of the mutual covenants,
agreements, stipulations, and payments, do hereby contract and agree as follows.
Section 1. Responsibilities of Parties.
CITY shall:
1. Convey to CHAMBER quarterly distributions of the Hotel Occupancy Tax collected
pursuant to estate law.
2. Retain five percent (5%) of quarterly Hotel Occupancy Tax proceeds to pay CITY's
administrative costs, and for the purpose of funding special purpose grants to enhance tourism as
approved by the City Council of Paris, and consistent with staleStatc law.
CHAMBER shall:
1. Operate, support, fund, staff, and otherwise maintain an active Visitors and Convention
Council (VCC) for the purpose of promoting tourism and the convention and hotel industry within
the City of Paris.
2. Use one-half of HOT proceeds received from CITY for operation and maintenance of LCC
facilities, and other such proceeds as are generated by or contributed to the LCC facilities to use,
staff, maintain, and operate Qm�"t"Y" :the Love Civic Center (LCC) facilities for the operation of a
conference, meeting, convention, and exhibit center for holding conventions, meetings, exhibits
and other events and activities to attract conventions, tourists, and other visitors and for the benefit
of the City and the general public.
3. Deposit all Hotel Occupancy Tax (HOT) proceeds into a separate banking account at a
local financial institution which is federally chartered and FDIC -insured in such a manner that no
other funds of CHAMBER are or can be comingled with HOT proceeds.
4. Submit for approval by CITY, on or before August 1 of each year, a proposed annual
program of work and budget for the VCC and for LCC facilities.
5. Submit minutes of the meetings of the VCC and LCC boards to CITY within thirty (30)
days of approval of said minutes.
6. Comply with all MaWjt tl b,, statutes and city ordinances pertaining to the use of leased
facilities and of Hotel Occupancy Tax proceeds.
7. Maintain complete and accurate financial records of all expenditures of HOT and make
such records available for review and inspection upon request of CITY.
8. Provide written quarterly reports to CITY, summarizing revenues and expenditures, as well
as convention and tourism activities and statistics, and present such reports verbally upon request
of CITY.
9. May, at its discretion, contract with qualified third parties to provide high quality
promotion of tourism and the hotel industry.
10. May, at its discretion, establish operating policies and procedures that give day -of -the -
week preference to activities and events at the LCC that are most likely to result in out-of-
town visits which in turn will increase HOT proceeds and promote the hotel industry.
11. Subject to reasonable availability, provide to CITY six rent-free uses of LCC facilities;
provided, however, CITY shall reimburse LCC for any damages, and shall make every reasonable
effort to use LCC facilities on weekdays instead of weekend days.
12. Subject to reasonable availability, provide to Paris Junior College three rent-free uses of
LCC facilities for college related functions; provided, however, that college shall provide a
reasonable damage deposit and/or insurance coverage for each event and reimburse LCC for any
damages.
13. Subject to reasonable availability, provide to the VCC three rent-free uses of LCC
facilities for VCC related functions; provided, however, that VCC shall provide a reasonable
damage deposit and/or insurance coverage for each event and reimburse LCC for any damages.
14. Maintain responsibility for all costs associated with the maintenance and operation of the
LCC facilities, including all capital expenditures deemed necessary to keep any and all facilities
in the same condition as of the date of execution of this agreement (normal wear and tear excluded)
throughout the term of this Agreement.
15. Take every reasonable effort and accommodation to ensure accessibility to the LCC
facilities by persons with disabilities.
i n2. Future HOT rin
I. In ffic eyent lha2it gheR-CITY adopts, consistent with law, an assessment rate
increase in the 14vw�'��w��.m�'u�''Wm,w4h. tike
,_
fli "'ll di"lIr c d ��vfti11_prO9 cds iu��°.:fiue vn(;�u ase �-Y0 1T'. CITY shall establish a Capital Reserve
Account into which CITY shall deposit all proceeds from said increase. CHAMBER shall have
the right, upon submission of a written request accompanied by such supporting documentation
as CITY may require, to reimbursement from funds held in the Capital Reserve Account for
monies spent by CHAMBER for capital maintenance and improvement items approved by
CITY and related to the Love Civic Center during the term of this Agreement.
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��p Ill�iuu���. u'� %�W111q. ���utlllf���°w��1i�� ��a �"p"� q'IiI�!W ➢���� ��� e",Il��tl��,�lll"��:"�sin�WU��':�, ��p "II�VI�'„�°��W �+W� 7 ��9��ll���rl"��,dm� ���.�i� 4��"���I,���!�a�i���'�w1r��"�I
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Section 3. CHAMBER not an agent of CITY,
CHAMBER covenants and agrees it is an independent contractor and not an officer, agent,
servant or employee of CITY; that CHAMBER shall have exclusive right and authority to
control services to be performed hereunder and all persons performing same, and shall be
responsible for the acts and omissions of its officers, agents, employees, contractors,
subcontractors, and consultants; and that nothing contained herein shall be construed as
creating a partnership or joint enterprise between CHAMBER and CITY for the purpose of this
Agreement and shall, in no manner, incur expense or liability on behalf of CITY.
Section 4. Hold harmless.
CHAMBER does hereby agree to release, indemnify, and hold CITY and its officers and
employees harmless from and against any and all demands, debts, liabilities, suits, claims, and
causes of action of every kind and character whatsoever for damage or injury (including death)
to persons and/or property occurring on the LCC facilities and resulting from CHAMBER's
invitees, guests, agents, servants, or employees' presence upon, use, occupancy or enjoyment of
the LCC facilities. CITY shall not be liable to CHAMBER invitees, guests, agents, servants,
employees, or visitors due to the improvements located thereon, or hereafter constructed, or any
other condition of the LCC facilities being improperly constructed, maintained, or being or
becoming out of repair. However, both CHAMBER and CITY shall carry all requisite insurance
Waiver by CITY of any breach by CHAMBER of the terms, covenants, conditions, or
provisions of the Agreement shall not be deemed to be a waiver of any other breach of the same
or other term, covenant, condition, or provision of this Agreement terminated for any of the
reasons set out above and shall not bar the right of CITY to subsequently terminate this
Agreement for any of the reasons set out above.
Section 5. Severability. complete agreement. modification,
In case any one or more of the provisions contained in the Agreement shall, for any reason, be
held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other provision of the
Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable
provision had never been included in the Agreement.
This Agreement constitutes the sole and only Agreement of the parties to this Agreement and
supersedes any prior understandings or written or oral agreements between the parties
respecting the subject matter of this Agreement. However, this Agreement may be executed in
duplicate originals, and each shall be considered an original document.
No amendment, modification, or alteration of the terms of this Agreement shall be binding
unless it is in writing, dated subsequent to the date of this Agreement, and duly executed by the
parties to this Agreement.
lection 6. Term,
Recognizing the need of CHAMBER to invest and reinvest in LCC and facilities, and to
consider long-term professional services agreements and programming for the promotion of
tourism and the convention and hotel industry, this Agreement shall remain in full force and
effect for a period of ten years, except that either parry may terminate this Agreement, with
or without cause, with a minimum of 364 days written notice. Recognizing that CITY will
necessarily assume responsibility for any remaining debt for capital improvements to LCC
facilities, CHAMBER shall submit to and receive approval of CITY prior to the issuance of
any such debt.
aecia<on it. ivonce.,
All notices, demands, payments and other communications required to be given or made
hereunder shall be in writing and shall be duly given if delivered by hand, messenger,
telecopy or reputable overnight courier or if mailed by certified or registered mail, first
class postage prepaid, and shall be effectively received upon the date of such delivery or
two (2) days after such mailing, to the respective parties hereto at the addresses set forth
below, or to such other address furnished in writing to the other party hereto.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease as of the
date and year first set forth above written.
TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City ®f Paris, Texas (the "Issuer") is a duly created governmental body
of the State of Texas;
WHEREAS, the Issuer expects to pay, or have paid on its behalf, expenditures in
connection with the design, planning, acquisition and construction of improvements to the
Issuer's Love Civic Center (the "Project") prior to the issuance of tax-exempt obligations, tax -
credit obligations and/or obligations for which a prior expression of intent to finance or
refinance is required by Federal or state law (collectively and individually, the "Obligations")
to finance the Project;
WHEREAS, the Issuer finds, considers, and declares that the reimbursement for the
&ypv�e arhk, C
of the Issuer and, as such, chooses to declare its intention to reimburse itself for such
payments at such time as it issues Obligations to finance the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. The Issuer reasonably expects to incur debt, as one or more series of
tbligations, with an aggregate maximum principal amount equal to $1,S00,000 for the
purpose of paying the costs of the Project.
Section 2. All costs to be reimbursed pursuant hereto will be capital expenditures.
A M. "J"M FITM M 9 11
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Ln service.
Section 3. The foregoing notwithstanding, no Obligation will be issued pursuan)
to this Statement more than three years after the date any expenditure which is to be
reimbursed is paid.
Section 4. The foregoing Sections 2 and 3 notwithstanding, all costs to be
reimbursed with qualified tax credit obligations shall not be paid prior to the date hereof and
%J
II I
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Paris, Texas this 24th
day of June, 2019.
Steven J. Clifford, M.D., Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
Stephanie H. Harris, City Attorney