297 Ga. 1
FINAL COPY



      S14A1874. COTTRELL et al. v. ATLANTA DEVELOPMENT
                      AUTHORITY et al.


      MELTON, Justice.

      This case concerns the Superior Court of Fulton County’s validation of

roughly $200 million in municipal bonds (the “2014 NSP Bonds”) to be issued

by the Atlanta Development Authority d/b/a Invest Atlanta (“Invest Atlanta”).

Invest Atlanta and the Geo. L. Smith II Georgia World Congress Center

Authority (“Congress Center Authority”) (collectively, the “New Stadium

Entities”) propose to have the 2014 NSP Bonds issued for the purpose of

funding a portion of the cost of developing, constructing, and operating a new

stadium facility in downtown Atlanta (the “New Stadium Project” or “NSP”) for

the Atlanta Falcons professional football team. Additional funding for the NSP

will be provided by the Atlanta Falcons Stadium Company, LLC (“StadCo”), a

Georgia limited liability company associated with the Atlanta Falcons Football

Club, LLC (the “Club”), as well as through the sale of personal seat licenses.

The NSP is a successor facility to the over twenty-year-old Georgia Dome, and
it will be owned by the Congress Center Authority, which also owns the Georgia

Dome.

      Procedurally, on February 4, 2014, the State of Georgia filed a Petition for

Bond Validation in the superior court to authorize the issuance of the 2014 NSP

Bonds. A notice to the public was filed on that same day, as well as a Rule Nisi

Order setting the bond validation hearing for February 17, 2014. Notice of the

proceeding was published in the Fulton County Daily Report on February 7,

2014 and February 14, 2014 as required by OCGA § 36-82-76. Rev. William L.

Cottrell, Sr., Mamie Lee Moore, Tracy Y. Bates, John H. Lewis, III, and Joe

Henry Beasley (hereinafter collectively “Cottrell”) moved to intervene in the

proceedings to file objections to the bond validation, and the trial court allowed

them to do so. Among other things, Cottrell contended that OCGA § 48-13-51

(a) (5) (B), which allows for an extended time period in which a county or

municipality may levy a Hotel/Motel tax for purposes of funding a “successor

facility” to an existing “multipurpose domed stadium facility,” was an

unconstitutional special law. See Ga. Const. of 1983, Art. III, Sec. VI, Par. IV

(a). The bond hearing was continued until April 10, 2014, and the trial court

entered a Consolidated Pre-Trial Order on April 8, 2014. Following the April

                                        2
10, 2014 hearing, the trial court entered a May 8, 2014 Validation Order and

Final Judgment validating the 2014 NSP Bonds and overruling all objections.

Cottrell appeals from this ruling, and, for the reasons that follow, we affirm.

      By way of background, the Georgia Dome was, and the NSP is to be,

funded in part by a Hotel/Motel tax levied under OCGA § 48-13-51 (a) (5).1

Generally, Hotel/Motel taxes can only be levied at a rate of three percent or less.


    The statute states in relevant part that
      1


                (i) . . . a county (within the territorial limits of the special
         district located within the county) or municipality is authorized to
         levy a tax under this Code section at a rate of 7 percent. A county
         or municipality levying a tax pursuant to this paragraph shall
         expend an amount equal to at least 51.4 percent of the total taxes
         collected prior to July 1, 1990, at the rate of 7 percent and an
         amount equal to at least 32.14 percent of the total taxes collected on
         or after July 1, 1990, at the rate of 7 percent for the purpose of
         [among other things]: (I) promoting tourism, conventions, and trade
         shows[.] . . .
                (ii) In addition to the amounts required to be expended under
         division (i) of this subparagraph, a county or municipality levying
         a tax pursuant to this paragraph shall further expend (in each fiscal
         year during which the tax is collected under this paragraph) an
         amount equal to 14.3 percent of the total taxes collected prior to
         July 1, 1990, at the rate of 7 percent and an amount equal to 39.3
         percent of the total taxes collected on or after July 1, 1990, at the
         rate of 7 percent toward funding a multipurpose domed stadium
         facility. . . . Any tax levied pursuant to this paragraph shall
         terminate not later than December 31, 2020[.] . . .
OCGA § 48-13-51 (a) (5) (A) (i) and (ii).
                                         3
See OCGA § 48-13-51 (a) (1) (D) (“Except as provided in paragraphs (2.1),

(2.2), (3), (3.1), (3.2), (3.3), (3.4), (3.5), (3.7), (4), (4.1), (4.2), (4.3), (4.4), (4.5),

(4.6), (4.7), (5), (5.1), (5.2), and (5.3) of this subsection, no tax levied pursuant

to this Code section shall be levied or collected at a rate exceeding 3 percent of

the charge to the public for the furnishings.”). However, OCGA § 48-13-51 (a)

(5) (A) provides an exception to this three percent ceiling for Hotel/Motel taxes

by allowing counties and municipalities to levy a seven percent Hotel/Motel tax

as long as a designated portion of the collected tax proceeds is used to fund a

multipurpose domed stadium facility. Before 2010, taxes imposed under

Paragraph (a) (5) of OCGA § 48-13-51 were required to have a stated expiration

date “not later than December 31, 2020.” OCGA § 48-13-51 (a) (5) (A) (ii).

However, the General Assembly amended Paragraph (a) (5) in 2010 to add a

new subsection (B), which allowed those taxing jurisdictions that had previously

levied a tax under Paragraph (a) (5) to extend the stated expiration date to

December 31, 2050, so long as the same portion of the proceeds that had been

used to fund the original multipurpose domed facility was expended to fund a

“successor facility” during the extended period. Pursuant to OCGA § 48-13-51

(a) (5) (B):

                                             4
            Notwithstanding the [December 31, 2020] termination date
            stated in division (ii) of subparagraph (A) of this paragraph
            . . . a tax levied under this paragraph may be extended by
            resolution of the levying county or municipality and continue
            to be collected through December 31, 2050, if a state
            authority certifies: (i) that the same portion of the proceeds
            will be used to fund a successor facility to the multipurpose
            domed facility as is currently required to fund the
            multipurpose domed facility under division (ii) of
            subparagraph (A) of this paragraph; (ii) that such successor
            facility will be located on property owned by the state
            authority; and (iii) that the state authority has entered into a
            contract with a national football league team for use of the
            successor facility by the national football league team through
            the end of the new extended period of the tax collection.

      In order to structure the deal and issue the 2014 NSP Bonds for the New

Stadium Project, the New Stadium Entities created various agreements and took

several steps:

      ! Based on the 2010 subsection (B) amendment to OCGA §

      48-13-51 (a) (5) allowing for an extended period to collect a

      Hotel/Motel tax as long as a certain percentage of the proceeds

      collected during the extended period were expended to fund a

      “successor facility,” in March 2013, the City passed City Resolution

      13-R-0615, which authorized

            the Mayor to execute (1) a Hotel/Motel Tax Funding

                                     5
      Agreement with [Invest Atlanta], as consideration for Invest
      Atlanta agreeing to provide for the development,
      construction, equipping, and funding of the publicly financed
      portion of the cost of a multi-purpose operable roof stadium
      through its issuance of revenue bonds necessary to provide
      such services and facilities and the [City] agreeing to make
      payments from certain Hotel/Motel Taxes collected under
      such agreement to be pledged as security for the [2014 NSP
      Bonds] (2) a Hotel/Motel Tax Operation and Maintenance
      Agreement [“O&M Agreement”] with [the] Congress Center
      Authority for the use of funds in excess of the amount
      necessary for payments due under the Hotel/Motel Tax
      Funding Agreement to provide for operation and maintenance
      services for the new stadium, all in accordance with OCGA
      [§] 48-13-51 (a) (5) [(B)]; and for other purposes.

The City prepared a Hotel/Motel Tax Funding Agreement with

Invest Atlanta and an O&M Agreement with the Congress Center

Authority consistent with City Resolution 13-R-0615. The City

currently levies a Hotel/Motel Tax, and 39.3 percent of the first

seven percent of the tax will be paid to fund the NSP (the “NSP Tax

Proceeds”).



! Invest Atlanta is to issue the 2014 NSP Bonds, which Bonds will

be secured by Invest Atlanta’s pledge and assignment of the NSP

Tax Proceeds to a bond Trustee. The City will collect the tax and

                             6
transfer the proceeds to Invest Atlanta, and Invest Atlanta will use

the NSP Tax Proceeds to pay the debt service on the 2014 NSP

Bonds.



! Pursuant to a “Bond Proceeds Funding and Development

Agreement,” Invest Atlanta is to place the proceeds from the sale of

the 2014 NSP Bonds into a Project Fund and instruct the Trustee to

distribute money from the Project Fund to the Congress Center

Authority. The Congress Center Authority will use the money to

fund the New Stadium Project, and the Congress Center Authority

will own the New Stadium Project. The Congress Center Authority

will also raise money to fund a portion of the NSP by selling certain

personal seat licenses. StadCo will provide all additional funds

necessary for the NSP.



! After paying the necessary NSP Tax Proceeds to Invest Atlanta

to provide for the payment of the principal and interest on the 2014

NSP Bonds, the City will allocate the remaining NSP Tax Proceeds

                              7
      to the Congress Center Authority, consistent with the extended levy

      provision of OCGA § 48-13-51 (a) (5) (B). The Congress Center

      Authority, in turn, will use those proceeds to pay a portion of the

      NSP’s future capital upkeep, maintenance and operating expenses.



      ! StadCo and the Club are required to play Atlanta Falcons’

      regular-season and post-season home games at the New Stadium

      Project for at least 30 years.



      1. Cottrell contends that the 2010 subsection (B) amendment to OCGA §

48-13-51 (a) (5) is an unconstitutional “special law” that violates the Uniformity

Clause of the Georgia Constitution. See Ga. Const. of 1983, Art. III, Sec. VI,

Par. IV (a). We disagree.

      Pursuant to the Uniformity Clause, “[l]aws of a general nature shall have

uniform operation throughout this state and no local or special law shall be

enacted in any case for which provision has been made by an existing general

law. . . .” Id. In this regard, a statute would run afoul of the Constitution if it

were “a general law which lack[ed] uniform operation throughout the state or

                                         8
a special law for which provision ha[d] been made by existing general law.”

Lasseter v. Ga. Public Svc. Comm., 253 Ga. 227, 229 (2) (319 SE2d 824)

(1984). However,

      “[o]ur State Constitution only requires a law to have uniform
      operation; and that means that it shall apply to all persons, matters,
      or things which it is intended to affect. If it operates alike on all
      who come within the scope of its provisions, constitutional
      uniformity is secured. Uniformity does not mean universality. This
      constitutional provision is complied with when the law operates
      uniformly upon all persons who are brought within the relations and
      circumstances provided by it.”' [Cits.] A law which operates
      uniformly upon all persons of a designated class is a general law
      within the meaning of the Constitution, provided that the
      classification thus made is not arbitrary or unreasonable. [Cit.]

(Emphasis supplied.) State v. Martin, 266 Ga. 244, 246 (4) (466 SE2d 216)

(1996). Indeed, the General Assembly may properly exclude certain persons or

things from the application of a general law. McAllister v. American National

Red Cross, 240 Ga. 246 (2) (240 SE2d 247) (1977). As explained more fully

below, OCGA § 48-13-51 (a) (5) (B) is a proper exception to the general law of

OCGA § 48-13-51 (a) (1) (D), which imposes a three percent cap on

Hotel/Motel taxes, in that the statute applies uniformly on all taxing authorities

which come within the scope of its provisions, and because the classification

made by the statute is not arbitrary or unreasonable.

                                        9
      As an initial matter, this Court has previously determined that OCGA §

48-13-51 (a) (5) (A), the statute most closely related to OCGA § 48-13-51 (a)

(5) (B), is a proper general law. See Youngblood v. State, 259 Ga. 864, 866 (2)

(388 SE2d 671) (1990) (upholding constitutionality of OCGA § 48-13-51 (a)

(5) (A) under the similar Tax Uniformity Clause). In this connection, OCGA §

48-13-51 (a) (5) (A) provides a proper general law exception to OCGA §

48-13-51 (a) (1). More specifically, as mentioned previously, OCGA § 48-13-51

(a) (1) allows for the levy of a Hotel/Motel tax that may not “exceed[ ] 3

percent.” OCGA § 48-13-51 (a) (1) (D). There are several exceptions to this

three percent cap on Hotel/Motel taxes, one of which, OCGA § 48-13-51 (a) (5)

(A), allows for the levy of a seven percent Hotel/Motel tax for purposes of

funding a multipurpose domed stadium facility through December 31, 2020. See

OCGA § 48-13-51 (a) (5) (A) (ii). This exception to the three percent cap on

Hotel/Motel taxes is proper, in that it applies uniformly to any “county (within

the territorial limits of the special district located within the county) or

municipality” (OCGA § 48-13-51 (a) (5) (A) (i)) that has decided to levy such

an increased tax, and in that it is reasonable, because allowing this class of

taxing entities to collect an increased tax on “the provision of public

                                       10
accommodations. . . is not arbitrary[,] as the[ ] businesses [subject to the tax]

will directly benefit from an increase in tourism and the provision of local

government services within the district” in which the multipurpose domed

stadium facility is being built. Youngblood, supra, 259 Ga. at 866 (2).

      Like subsection (A) before it, OCGA § 48-13-51 (a) (5) (B) is also a

constitutional general law exception to the three percent cap on Hotel/Motel

taxes contained in OCGA § 48-13-51 (a) (1). It is of no consequence that

subsection (B) happens to only impact the New Stadium Project at this time, as

the other counties and municipalities covered under subsection (A) that could

have collected a seven percent Hotel/Motel tax for purposes of funding their

own multipurpose domed stadium facilities at the time that subsection (A) was

passed had every opportunity to do so. We reject the idea that the Legislature is

now forbidden from enacting legislation that affects the class of taxing entities

covered under subsection (A) simply because only one taxing entity chose to

take advantage of implementing a seven percent Hotel/Motel tax for purposes

of funding a multipurpose domed stadium facility over twenty years ago. To

determine otherwise would mean that this class would be forever off limits for

further legislation by the General Assembly simply because only one

                                       11
jurisdiction stepped into the previously open class. Indeed, even if the window

has now closed for additional entities to begin funding their own multipurpose

domed stadium facilities pursuant to subsection (A), that would not change the

fact that the law itself is a general law that provided a proper class with

reasonable taxing authority for funding a stadium facility if those class members

chose to do so during the time frame in which they had an opportunity to do so.

In this regard, like subsection (A), subsection (B) applies uniformly to all taxing

authorities affected by it.

      Likewise, the classification of the taxing authorities affected by subsection

(B) is reasonable, in that (1) there is nothing arbitrary or unreasonable about

allowing the same taxing entities that already have experience paying for a

multipurpose domed stadium facility through the collection of a seven percent

Hotel/Motel tax under OCGA § 48-13-51 (a) (5) (A) to collect such a tax in the

future to fund a different stadium after the first tax has expired, and (2) the

collection of a seven percent tax by these authorized entities on “the provision

of public accommodations . . . is not arbitrary[,] as the[ ] businesses [subject to

the tax] will directly benefit from an increase in tourism and the provision of

local government services within the district” in which the new stadium facility

                                        12
is being built. Youngblood, supra, 259 Ga. at 866 (2).

      Accordingly, we find that OCGA § 48-13-51 (a) (5) (B) is constitutional.

      2. Cottrell argues that the Hotel/Motel Tax Funding Agreement between

the City and Invest Atlanta is illegal, and, by extension, unconstitutional,2

because OCGA § 48-13-51 (a) (5) (B) requires that tax proceeds collected to

fund the successor stadium facility “shall be expended only through a contract

with the certifying state authority,” and the City’s contract with Invest Atlanta

is not a contract with “the certifying state authority.”3 However, Cottrell ignores

the fact that more than one contractual agreement exists to control the manner

in which the NSP Tax Proceeds are ultimately expended by the Congress Center

Authority to fund the NSP. Indeed, as explained more fully below, the

Hotel/Motel Tax Funding Agreement works in conjunction with the Bond

Proceeds Funding and Development Agreement to ensure that the NSP Tax

Proceeds are expended in a manner consistent with the requirements of OCGA

§ 48-13-51 (a) (5) (B).

      2
         Cottrell contends that the contract violates the Intergovernmental
Contracts Clause of the Georgia Constitution. See Ga. Const. of 1983, Art. IX,
Sec. III, Par. I (a).
      3
          The Congress Center Authority is the certifying state authority.
                                         13
      OCGA § 48-13-51 (a) (5) (B) states in relevant part:

      During the extended period of [Hotel/Motel Tax] collection [through
      December 31, 2050], the county or municipality shall further expend (in
      each fiscal year during which the tax is collected during the extended
      period of collection) an amount equal to 39.3 percent of the total taxes
      collected at the rate of 7 percent toward funding the successor facility
      certified by the state authority. Amounts so expended shall be expended
      only through a contract with the certifying state authority.

      Pursuant to the Hotel/Motel Tax Funding Agreement, after Invest Atlanta

issues the 2014 NSP Bonds, the City will pay the NSP Tax Proceeds to a bond

trustee to whom the proceeds have been assigned by Invest Atlanta. The funds

are used to pay the debt service on the bonds and are distributed from the bond

trustee to the Congress Center Authority pursuant to a Bond Proceeds Funding

and Development Agreement, which allows the Congress Center Authority, as

the certifying state authority here, to expend the money to fund the New

Stadium Project. In this manner, the City will meet its obligation to ensure that

it “expend[s] [the NSP Tax Proceeds] toward the funding of a successor facility”

while also making sure that the “[a]mounts so expended [to fund the New

Stadium Project] shall be expended only through a contract with the certifying

state authority.” This arrangement complies with the requirements of OCGA §

48-13-51 (a) (5) (B), and Cottrell’s argument to the contrary is without merit.

                                       14
      3. Cottrell asserts that the proposed bond transaction violates Ga. Const.

of 1983, Art. IX, Sec. VI, Par. I and OCGA § 36-82-66 of the Revenue Bond

Law because Invest Atlanta will not own or operate the NSP. Specifically,

Cottrell contends that, because Invest Atlanta would not “own or operate” the

New Stadium Project, the “revenue” to be paid to Invest Atlanta by the City

would not actually be revenue “derived from the project.” See Ga. Constitution

of 1983, Art. IX, Sec. VI, Par. I (“The obligation represented by revenue bonds

shall be repayable only out of the revenue derived from the project[.]”). See also

OCGA § 36-82-66 (“Revenue bonds . . . shall not be payable from or charged

upon any funds other than the revenue pledged to the payment thereof[.]”);

OCGA § 36-82-61 (3) (“‘Revenue’ or ‘revenue of the undertaking’ means all

revenues, income, and earnings arising out of or in connection with the

operation or ownership of the undertaking[.]”). We disagree.

      There is no requirement that Invest Atlanta own the New Stadium Project

in order for it to issue revenue bonds to fund the project or for the tax proceeds

paid to Invest Atlanta to be considered as part of the “revenue” to pay for the




                                       15
bonds.4 Indeed, pursuant to OCGA § 36-82-61 (3) of the Revenue Bond Law,

“revenue” consists of “all revenues, income, and earnings arising out of or in

connection with the operation or ownership of the undertaking.” (Emphasis

supplied.) Here, Invest Atlanta need not be the owner of the NSP, as the

Hotel/Motel NSP Tax Proceeds are being collected “in connection with the

[Congress Center Authority’s] operation or ownership of the [NSP].” In this

manner, the NSP Tax Proceeds qualify as lawful revenue, and Invest Atlanta

need not actually own the NSP for this to be the case.

      4. Cottrell further contends that the bond transaction here violates the

Intergovernmental Contracts Clause (see Ga. Const. of 1983, Art. IX, Sec. III,

Par. I (a)), in that the NSP is not an authorized “project” of Invest Atlanta. More

specifically, Cottrell argues that, because the NSP is really a “project” of the

Congress Center Authority, and not a project actually being developed by Invest

Atlanta, the NSP is not eligible for bond financing under the Developmental

Authorities Law. See OCGA § 36-62-2 (6) (H) (i) (“‘Project’ includes . . . [t]he


      4
       Cottrell does not dispute whether tax funds may properly be included as
part of the “revenue” to repay a bond issue. He contends only that, because
Invest Atlanta will not “own or operate” the NSP, the tax funds collected here
will not constitute “lawful” revenue.
                                        16
acquisition, construction, improvement, or modification of any property, real or

personal, which shall be suitable for or used as or in connection with . . . [s]ports

facilities’”). Cottrell is incorrect.

      Just as there is no requirement that Invest Atlanta own the NSP, there is

also no requirement that Invest Atlanta actually construct the NSP in order to

properly issue revenue bonds for the purpose of financing the project. Pursuant

to the Developmental Authorities Law, Invest Atlanta has the power to “issue

. . . revenue bonds . . . and to use the proceeds thereof for the purpose of paying

all or part of the cost of any project” (OCGA § 36-62-6 (a) (13) (emphasis

supplied)), not only those projects “constructed” or “developed” by the authority

issuing the bonds. Nor is there any language in the Developmental Authorities

Law that would otherwise prohibit Invest Atlanta from using bond proceeds to

pay the costs of another government entity’s project that “promote[s] trade,

commerce, industry, and employment opportunities for the public good and the

general welfare.” OCGA § 36-62-9. See also Youngblood, supra, 259 Ga. at

866 (2) (multipurpose stadium facility would benefit businesses subject to

Hotel/Motel tax in that the facility would bring about “an increase in tourism”).

This enumeration is without merit.

                                         17
      5. Cottrell argues that the trial court erred in failing to hold that City

Resolution 13-R-0615, which extends Atlanta’s existing Hotel/Motel tax to fund

a portion of the construction and maintenance costs of the NSP, is illegal. He

contends, primarily, that City Resolution 13-R-0615 is void because the City

enacted it in March 2013, over a year before the Congress Center Authority

provided the City with a tax certification required by OCGA § 48-13-51(a) (5)

(B) to allow for the City to pass such a resolution.5 Cottrell is mistaken.

      In this regard, OCGA § 48-13-51(a) (5) (B) provides in relevant part that

            . . . a tax levied under this paragraph may be extended [past
            the December 31, 2020 termination date stated in OCGA §
            48-13-51(a) (5) (A) (ii)] by resolution of the levying county
            or municipality and continue to be collected through
            December 31, 2050, if a state authority certifies [among other
            things]: (i) that the same portion of the proceeds will be used
            to fund a successor facility to the multipurpose domed facility
            as is currently required to fund the multipurpose domed
            facility under division (ii) of subparagraph (A) of this
            paragraph[.] . . .

      By its plain terms, OCGA § 48-13-51 (a) (5) (B) dictates that a seven

percent Hotel/Motel tax may be “levied . . . and continue to be collected through



      5
         It is undisputed that the Congress Center Authority provided the
certification prior to the final bond validation hearing.
                                       18
December 31, 2050” to fund a successor facility if the appropriate certification

is given by the state authority involved (in this case, the Congress Center

Authority) (emphasis supplied.). It does not say that a city resolution cannot be

written or passed in anticipation of the required certification. Nor does it say that

a resolution passed before the city receives the certification would be rendered

void. To the contrary, the statute requires that both the certification be given and

the resolution passed before the City continues to levy and collect the seven

percent Hotel/Motel tax beyond the December 31, 2020 termination date of the

tax being collected to fund an initial multipurpose domed stadium facility

pursuant to OCGA § 48-13-51 (a) (5) (A). In other words, while subsection (B)

can be fairly read to imply that the certification must be given before a

resolution is passed, there is nothing in the statute to imply that strict adherence

to this chronological order of events is necessary in order for a city to pass a

valid resolution or that the failure to adhere to this chronological order would

have the extreme result of rendering prior authorizing actions void. In any event,

here, both requirements have been met, as the City has passed a proper

resolution and it has received the proper certification from the Congress Center



                                         19
Authority.6 Accordingly, City Resolution 13-R-0615 is not “void,” as Cottrell

argues.

      6. Cottrell asserts that the trial court erred in adjudicating the validity of

the O&M Agreement7 in this case, because the Agreement did not act as

“security” for the 2014 NSP Bonds. In this regard, he contends that, by

answering any question regarding the validity of the O&M Agreement, the trial

court violated its own self imposed limits on its “subject matter” jurisdiction. In

its final validation order, the trial court stated that “[t]he purpose of this

proceeding is to determine whether as a matter of law the proceedings for the

issuance of the [2014 NSP] Bonds were lawfully conducted and the procedures

      6
        To the extent that Cottrell argues that City Resolution 13-R-0615 is void
because OCGA § 48-13-51 (a) (5) (B) is an unconstitutional special law, that
argument fails in light of our holding in Division 1 that the statute is
constitutional. In addition, we find no merit to Cottrell’s argument that the tax
certification given by the Congress Center Authority in 2014 is allegedly
defective, as the certification itself contains all of the information required by
OCGA § 48-13-51 (a) (5) (B) and tracks all of the necessary components of the
ongoing deal between the New Stadium Entities and the relevant parties who
will bring the entire deal to fruition.
      7
       Pursuant to this Agreement, the City will provide the Congress Center
Authority with any portion of the NSP Tax Proceeds not required to pay the debt
service (and related expenses) on the 2014 NSP Bonds, and the Congress Center
Authority will apply any NSP Tax Proceeds it receives to operate and maintain
the New Stadium Project.
                                        20
were complied with, and whether as a matter of fact there is adequate security

for the payment of the bonds.” Validation Order at 5, n. 6. However, the trial

court’s statement has nothing to do with and no control over a superior court’s

jurisdiction “to hear and determine all questions of law and of fact in the [bond

validation] case and . . . render judgment” on those issues. (Emphasis supplied.)

OCGA § 36-82-77. See also Berry v. City of East Point, supra, 277 Ga. App.

649, 650 (1) (627 SE2d 391) (2006) (“In a bond validation hearing, the role of

the trial court is to determine whether the bond proposal is sound, feasible, and

reasonable.” [Cit.]) (Punctuation and footnote omitted). The validity of the

O&M agreement was indeed placed in issue at the April 10, 2014 bond

validation hearing, and the trial court committed no error in rendering a

judgment on this issue. See OCGA § 36-82-77.

      7. Finally, Cottrell urges that the trial court erred in failing to find that the

O&M Agreement violates the Intergovernmental Contracts Clause of the State

Constitution, in that this Agreement between the City and the Congress Center

Authority requires the City to reimburse StadCo, a private company, for certain

expenses incurred from events and other activities at the New Stadium Project.

Again, we disagree.

                                          21
      Pursuant to the Intergovernmental Contracts Clause:

             The state, or any institution, department, or other agency
             thereof, and any county, municipality, school district, or other
             political subdivision of the state may contract for any period
             not exceeding 50 years with each other or with any other
             public agency, public corporation, or public authority for
             joint services, for the provision of services, or for the joint or
             separate use of facilities or equipment; but such contracts
             must deal with activities, services, or facilities which the
             contracting parties are authorized by law to undertake or
             provide. . . .

Ga. Const. of 1983, Art. IX, Sec. III, Par. I (a). Here, consistent with the

Intergovernmental Contracts Clause, the O&M Agreement is solely between two

governmental entities, the City and the Congress Center Authority; the period

of the Agreement does not exceed fifty years; the Agreement “involve[s] the

provision of services, or . . . the joint or separate use of facilities or equipment”;

and it “deal[s] with activities, services, or facilities which the contracting parties

are authorized by law to undertake or provide.” The fact that StadCo pays some

of the operating expenses for the NSP and is then reimbursed by the Congress

Center Authority from funds that are specifically earmarked for covering “costs

relating to the operation, maintenance and improvements for the New Stadium

Project” does not somehow make the O&M Agreement invalid. The Congress


                                         22
Center Authority is simply using the necessary funds to pay for the NSP as it is

required to do in a manner consistent with its ownership of the NSP.8

      Judgment affirmed. All the Justices concur.



  Decided March 16, 2015 – Reconsiderations denied April 9 and 14, 2015.

      OCGA § 48-13-51 (a) (b) (B); consitutional question. Fulton Superior

Court. Before Judge Glanville.

      Thelma W. Cummings Moore; John F. Woodham, for appellants.

      Paul L. Howard, Jr., District Attorney; Samuel S. Olens, Attorney General,

Denise E. Whiting-Pack, Senior Assistant Attorney General; Hunton &



      8
        Nor would Cottrell’s challenge to the individual clause of the O&M
Agreement allowing for StadCo to approve any changes to the Agreement
render the entire O&M Agreement invalid. See O&M Agreement § 7.4 (“This
O&M Agreement may not be effectively amended, changed, modified, altered
or terminated by the parties hereto without the concurring prior written consent
of StadCo; provided StadCo shall not unreasonably withhold its consent.”).
Indeed, despite the existence of this clause, again, StadCo is not an actual party
to the O&M Agreement, and the Agreement itself contains a severability clause
that would leave the remainder of the Agreement intact even if this particular
provision failed. See O&M Agreement § 7.3. Thus, even if we assume without
deciding that the clause in question were invalid, our analysis regarding the
overall validity and constitutionality of the O&M Agreement would remain
unchanged.
                                       23
Williams, Matthew J. Calvert, Douglass P. Selby, Ashley F. Cummings;

Sutherland, Asbill & Brennan, Thomas W. Curvin, Matthew W. Nichols, for

appellees.




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