In the Supreme Court of Georgia



                                         Decided: March 16, 2015


      S14A1874. COTTRELL et al. v. ATLANTA DEVELOPMENT
            AUTHORITY d/b/a INVEST ATLANTA 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 Georgia Constitution of 1983, Art. III, Sec. VI,

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

                                        2
court entered a Consolidated Pre-Trial Order on April 8, 2014. Following the

April 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


      1
          The statute states in relevant part that

               (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
                                            3
Generally, Hotel/Motel taxes can only be levied at a rate of three percent or less.

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


              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).
                                             4
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):

               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

                                        5
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
            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


                              6
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 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.

                              7
•     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 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

                                  8
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 a special law for which provision ha[d] been made

by existing general law.” Lasseter v. Georgia Public Service Com’n., 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, “[t]he 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

                                  9
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.

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 § 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

                                 10
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

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. 864,

866 (2) (388 SE2d 671) (1990).

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.

                                  11
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 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

                                 12
     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 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



     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. 1 (a).
                                       13
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).

    OCGA § 48-13-51 (a) (5) (B) states in relevant part that

[d]uring 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



3
    The Congress Center Authority is the certifying state authority.
                                   14
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.

3. Cottrell asserts that the proposed bond transaction violates Art. IX, Sec.

VI, Par. I of the Georgia Constitution 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

                                  15
      to Invest Atlanta by the City would not actually be revenue “derived from

      the project.” See Georgia 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 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


      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
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. 1 (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 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

                                       17
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.

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,

                                 18
     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 December 31, 2050” to fund a successor facility if the appropriate

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



     5
         It is undisputed that the Congress Center Authority provided the
certification prior to the final bond validation hearing.
                                      19
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




                                  20
      proper certification from the Congress Center 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

      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 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.
                                         21
conducted and the procedures 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, supra, 277 Ga. App. at 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.]) (footnote and punctuation 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

                                    22
activities at the New Stadium Project. Again, we disagree.

Pursuant to the Intergovernmental Contracts Clause:

      [t]he 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

Authority from funds that are specifically earmarked for covering “costs


                                  23
      relating to the operation, maintenance and improvements for the New

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

      The Congress 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.




      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.
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