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HomeMy WebLinkAboutApproving Agreement of Operations Hotel-Motel Tax Board Civic Center Board of ManagersORDINANCE No. 5885 -75 Passed by the Common Council of the City of South Bend, 0 Presented by me to the Mayor of the City of South Bend, Clerk IRENE K. GAMMON President of Common Council SEPTEMBER 9, ro 75 Clerk IRENE K. GAMMON ORDINANCE NO. AN ORDINANCE APPROVING THE FORM AND TERMS OF AN AGREEMENT OF OPERATIONS BETWEEN ST. JOSEPH COUNTY HOTEL -MOTEL TAX BOARD OF MANAGERS AND SOUTH BEND CIVIC CENTER BOARD OF MANAGERS AND CITY OF SOUTH BEND AND AUTHORIZING THE EXECUTION THEREOF PERTAINING TO THE SOUTH BEND CIVIC CENTER. WHEREAS, the South Bend Civic Center Building Authority has been created under and in pursuance to the provisions of Public Law 220 of the Indiana General Assembly for the year 1975 and all acts amendatory there- of or supplemental thereto (hereinafter referred to as the "Authority ") for the purpose of financing, acquiring, constructing, equipping and leas- ing to the City of South Bend, Indiana (hereinafter referred to as the "City "), land referred to as the "Civic Center "), and WHEREAS, the City has requested the Authority to construct and equip facilities to be used as a civic center for cultural, governmental, educational, recreational, convention, exhibition, as well as civic pur- poses and has or intends to enter into a lease with the Authority for such purposes; and WHEREAS, the City and the St. Joseph County Hotel -Motel Tax Board of Managers (hereinafter referred to as "Board of Managers ") have submitted an Agreement of Operations, marked "Exhibit A ", attached hereto and made a part hereof, wherein the City agrees to make available for con- vention purposes the convention center of the Civic Center and such other portions of the Civic Center as may be from time to time needed for con- vention purposes and to provide for the operation of such convention center in return for an annual payment for twenty -five (25) consecutive years of One Hundred Fifty Thousand Dollars ($150,000.00) each year from the annual collection of the Hotel -Motel Tax, the first payment to begin as soon as the Civic Center is operable for convention purposes, or January 1, 1978, whichever is later; and WHEREAS, notice of public hearing on the proposed Agreement of Operations before this Common Council was duly given by the required legal publication of notice, and said hearing has been held in accordance with said notice and the governing statute. NOW, THEREFORE, BE IT ORDAINED by the Common Council of the Common Council of the City of South Bend, Indiana that: SECTION I. Ordinance 5878 -75 is hereby repealed. SECTION II. The form and terms of the Agreement of Operations between the City of South Bend and the St. Joseph County Hotel -Motel Tax Board of Managers, marked "Exhibit A" and attached hereto, are hereby approved. SECTION III. This Ordinance shall be in full force and effect from and after its passage by the Common Council and approval by the Mayor. Member of t I e Common Council FILED IN CLERK'S OFFICE SEP 31975 1st READING q- P- 7 S PUBLIC HEARING S Irene Gammon 2nd READING q- 8 -75 ( �� COY CLERK, SOUTH BEND, IND. NOT APPROVED X� REFERRED PASSED AGREEMENT OF OPERATIONS BETWEEN ST. JOSEPH COUNTY HOTEL -MOTEL TAX BOARD OF MANAGERS AND SOUTH BEND CIVIC CENTER BOARD OF MANAGERS AND CITY OF SOUTH BEND THIS AGREEMENT is entered into by and among the CITY OF SOUTH BEND, its agent, the SOUTH BEND CIVIC CENTER BOARD OF MANAGERS (herein- after referred to as "Century Center Board "), and the ST. JOSEPH COUNTY HOTEL -MOTEL TAX BOARD OF MANAGERS (hereinafter referred to as "Board of Managers "); this day of , 1975; and when the term "both boards" is utilized herein, that term shall mean the Century Center Board and the Board of Managers. SECTION 1. PURPOSE The purpose of this joint or cooperative undertaking is to provide for the operation of a convention center for St. Joseph County to be constructed by the South Bend Civic Center Building Authority as a part of South Bend Century Center. Such cooperation is on a basis of mutual advantage and will provide services and facilities in an efficient manner pursuant to forms of government organization. SECTION 2. AGREEMENT This agreement is executed by and between the Board of Managers and the City, executed by the Common Council, the Mayor, and the Century Center Board. For and in consideration of an annual payment for twenty - five (25) consecutive years of $150,000 each year from the annual col- lection of the Hotel -Motel Tax as distributed to the County Auditor, such payment being made within sixty (60) days of distribution, the City to- gether with the South Bend Civic Center Building Authority, intends to cause to be constructed, and the City shall thereafter operate, and maintain in a convention facility located on the banks of the St. Joseph River at St. Joseph Street, to be commonly called the South Bend Century Center; construction of the convention portion of such facility to be in accordance with plans and specifications as submitted for bids as the same may be amended by agreement. The first payment shall begin when the building is completed not sooner than January 1, 1978. SECTION 3. PAYMENT OF THE TERMS OF THIS AGREEMENT All tax monies received by the Board of Managers each year shall be first applied to the payment of the terms of this agreement. The EXHIBIT A $150,000 annual payment due under this agreement will become effective as soon as the Center is operable or January 1, 1978, whichever is later and shall remain in effect thereafter for a period of twenty -five (25) years, so long as the terms of this agreement are complied with by the Century Center Board designated by the City to manage and control Century Center. SECTION 4. DESIGNATED SPACE The convention facility is defined as that portion of the Century Center on all levels of the building which lies to the south of the open court and to the east of that portion of the building to be utilized as a museum, excepting the music recital hall contained therein, together with ingress and egress together. That portion of the Century Center designated for convention purposes shall be held for the utilization for convention purposes, provided that if facilities, or a portion thereof, have not been scheduled for use by conventions within six (6) months sub- sequent to such time, the Century Center Board may allow the convention facilities to be used for other purposes, provided such other purposes shall not conflict with utilization of the facilities for other convention pur- poses. Users shall pay rental for the convention facilities to the Century Center Board. Setup for conventions shall be the responsibility of the Building Management, which shall cooperate with the persons scheduling the convention and the user in furnishing adequate setup and facilities for each convention. When portions of the building are being utilized for convention purposes, Century Center Board will not schedule activities in the adjoining common space which conflict or interfere with conven- tion activities. SECTION 5. SCHEDULING The scheduling of conventions shall be the responsibility of such person, persons, bodies or agents as are approved by both boards and shall be subject to supervision by Century Center Board. SECTION 6. EQUIPMENT Responsibility for the furnishing of adequate tables, chairs, and equipment for the operation of the convention facilities shall be the joint responsibility of the Century Center Board and the Board of Managers. The Board of Managers may provide additional furnishings and equipment for utilization by conventions which shall be stored and handled separately for exclusive use for convention purposes. -2- SECTION 7. COMMON SPACE Common space can be scheduled and used for convention purposes at a rental fee as determined by the Century Center Board when the same is determined to be available by the Century Center Board. Common space is that uncommitted space subject to general use. SECTION 8. OPERATIONS The Century Center Board and the Board of Managers agree to establish a joint committee made up of three (3) members from the Century Center Board and three (3) members from the Board of Managers. The duties of the joint committee shall be to consider and make recommendations to the Century Center Board on the operations of the convention center including the following specified matters; A. The preparation of rules and regulations for the operation of the convention facility, provided it shall be the purpose of those rules and regulations to promote the operation of the facility for conven- tion purposes. B. The hiring and discharging of all salaried personnel utilized in the convention facility, provided that the joint committee may recommend policies to govern the hiring and discharging of all such salaried personnel. C. The preparation of budgets for the operation of the convention facility. D. Accounting procedures for the determination of profit and loss of the operation of the convention facility; provided depreciation shall not be taken into account in determining profit and loss, except upon agreement by both boards, and provided further, that the deter- mination of profit and loss for the operation shall be determined by sound accounting procedures as estab- lished by a certified public accountant approved by both boards. E. Rates and charges for all persons, groups or organiz- ations utilizing the convention facility for conven- tion purposes. The joint committee shall oversee the operations of the conven- tion facility, subject to supervision of the Century Center Board. SECTION 9. MEDIATION AND ARBITRATION In the event the joint committee is unable to agree by concur- rence of four (4) of its members with respect to any matters specifically provided for in this Agreement, each Board shall appoint an arbitrator who shall be empowered to resolve such dispute. If such arbitrator fails to resolve such dispute within fourteen (14) days, they shall agree to appoint a third person to act as arbitrator with them and the dispute shall be resolved by the concurrence of two (2) of the arbitrators. In the event the Board or persons fail to name an arbitrator as providedfor herein, -3- such vacancy in appointment shall be filled by the Judge of the St. Joseph County Circuit Court on petition of any interested party. The decision of a majority of the arbitrators shall have the same effect as if made by the joint committee. SECTION 10. LIABILITY The Board of Managers shall have no responsibility for any loss or damage sustained to the convention facilities or the building arising from any cause whatsoever, or to any person or persons on or about the premises and the City and Century Center Board shall defend and hold harmless the Board of Managers for any such loss or damage. SECTION 11. REVENUES All revenues from whatever source derived from the convention facility and its operation shall be separately accounted for and shall be expended solely for the management, operation, salaried personnel, maintenance, upkeep, improvement, equipping, expansion and /or promotion of the convention facility in accordance with adopted budgets for the convention facility, provided that profits, if any, not budgeted for expenditures during the ensuing twelve (12) month period may be held in a contingency fund for utilization against future operations to support activities and operations and expansion of the convention facility in the future. In the event both boards determine that funds in the con- tingency fund are in excess of the anticipated needs for future contingen- cies, both boards may agree by concurred in action, to apply such excess to amounts due from the Board of Managers under this agreement and, in the event an excess remains, then the same shall be payable to the City of South Bend. In the event portions of the Century Center building other than the convention facility are utilized by persons, groups or organizations who also are using the convention facility, the separate and additional net income earned for the utilization of non - convention facilities shall be treated as convention facility revenues for the'purpose of determining losses which the Board of Managers may be responsible to pay, but shall not be revenues of the convention facility. SECTION 12. PARKING It is understood and agreed that 360 parking spaces will be made available on site for the convention facility, at least until such time that 500 spaces are available adjacent to the site, and that when conven- tions are in progress, such spaces shall be made available for utilization by persons attending the conventions. All parking revenues at times when the facility is being used for conventions shall be treated as convention facility revenues only for the purpose of determining any loss which the Board of Managers may be responsible to pay. Said parking issue is con- tingent upon the successful prosecution of the necessary revisions to the South Bend Redevelopment Plan. The parties hereto agree to cooperate to obtain at least 140 additional parking spaces in the immediate vicinity of the convention facility for convention parking. SECTION 13. LOSSES In the event losses occur in the operation of the convention facility for any calendar year, and in the further event the Board of Managers have tax revenues for that year in excess of $225,000, and in the further event that any contingency fund cannot cover such loss, the Board of Managers shall pay such loss out of its tax revenues for that year which are in excess of $225,000, not to exceed, however, 2/3 of such excess for that year. it is further understood and agreed that the Board of Managers shall have no further responsibility for any loss of any kind whatsoever. SECTION 14. BOARD OF MANAGERS RESERVATION OF RIGHT TO DISCONTINUE ITS OBLIGATION TO PAY FOR LOSSES FROM OPERATIONS In the event the Century Center Board fails to comply with the provisions of Paragraph 11 hereinabove, and /or takes any action with respect to the matters specifically set forth in sub -parts "A" through "E" of Paragraph 8 hereinabove, (1) without receiving a recommendation from the joint committee described in Paragraph 8 or (2) contrary to the recommendation of such joint committee, then the Board of Managers, may furnish written notice to the Mayor of the City of South Bend of its in- tention to discontinue its obligation to pay losses as provided in Paragraph 13 hereinabove, as well as any other obligations of support to the con- vention facility or its operation, not specified herein, to which it has, or may hereafter commit itself out of Hotel -Motel Tax revenues. Such Notice shall be served upon the Mayor of the City of South Bend either per- sonally or by Certified Mail, return receipt requested, and shall inform the Mayor of the City of South Bend of the specific action or decision of the Century Center Board to which the Board of Managers takes exception and -5- advising of its intent to invoke the provisions of this Paragraph relating to the discontinuance of its obligation to pay such losses or additional support. The City of South Bend shall have fourteen (14) days following receipt of such Notice to receive a reversal of action of decision on the part of the Century Center Board. If such action or decision of the Century Center Board is vacated, set aside or reversed, the Board of Managers shall not be entitled to discontinue its obligation to pay losses or additional support with respect to such action or decision of the Century Center Board. I£ the decision or action of the Century Center Board is not vacated, set aside or reversed within such fourteen (14) day period, the Board of Managers shall be entited to discontinue its obligation to pay losses or additional support at such time as it shall designate. Nothing contained herein shall relieve the Board of Managers of its responsibility to make the $150,000 annual payment provided for in Paragraph 3, which obligation shall continue in effect so long as the Century Center Board operates and used the convention facility for con- - vention purposes as provided in this Agreement. Any discontinued oblig- ations of the Board of Managers shall become the obligation of the Century Center Board. No action or failure to act on the part of the Board of Managers, except by official resolution, shall constitute a waiver of its right hereunder at any time. The remedy provided herein is not exclusive. SECTION 15. SEVERABILITY The provisions of this agreement are not severable. This agree- ment is subject to and conditioned upon the sale of revenue bonds by the South Bend Civic Center Building Authority, the proceeds of which are to be used by the South Bend Civic Center Authority to construct the conven- tion center portion of South Bend Century Center. APPROVED: Edward A. Stanek, Chairman Jerry J. Miller, Mayor St. Joseph County Hotel /Motel City of South Bend Tax Board of Managers Date Date Roger O. Parent, President, Richard A. Rosenthal, Chairman South Bend Common Council South Bend Civic Center Board of Managers Date Date Attest- City Clerk IM.