Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink About43-25 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 43-25 File Number: 2025-65 OZARK NATURAL SCIENCE CENTER (LEASE AGREEMENT): A RESOLUTION TO APPROVE ONE-YEAR LEASE AND OPERATIONS AGREEMENTS WITH THE OZARK NATURAL SCIENCE CENTER TO OPERATE IN THE LAKE FAYETTEVILLE ENVIRONMENTAL STUDY CENTER WITH AUTOMATIC RENEWALS FOR FOUR ADDITIONAL YEARS WHEREAS, in 1973, the City agreed to preserve the eastern portion of Lake Fayetteville in its natural state and allow the Fayetteville and Springdale School Districts to jointly construct a nature study area on the property; and WHEREAS, both school districts used the property and the study center until 2022/2023 at which time neither district had further need for the building and grounds; and WHEREAS, in July 2023, the Ozark Natural Science Center (ONSC) contacted Parks, Natural Resources and Cultural Affairs to inquire about the use of the study center; and WHEREAS, ONSC is a nonprofit, 501(c)(3) located in Madison County and was formed in 1990 to offer residential field science education and began programming in 1992 working with public schools to offer immersion -based learning, host summer camps and other programs, hikes and open houses; and WHEREAS, the lease follows the same lease area the school districts used including the building and is a no cost lease that requires ONSC to maintain the building and trails within the leased premises, offer nine free guided hikes, and host open houses for the public; and WHEREAS, ONSC has been successfully operating out of the study center at Lake Fayetteville for the past year and has fulfilled its lease requirements, has partnered with the City to host two clean ups at the lake, and has made improvements to the building including interior painting, exterior power washing, replacing boards and railing on dock, improving and expanding the rain garden and native plant garden, and invasive plant removal on grounds and on trails; and WHEREAS, Parks, Natural Resources and Cultural Affairs staff recommend entering into longer -term lease and operations agreements for ONSC to continue using the facility and grounds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Rawn to sign a one- year lease agreement with Ozark Natural Science Center for the Lake Fayetteville Environmental Study Center, a copy of which is attached to this Resolution, with automatic renewals for four additional years. Page 1 Resolution: 43-25 File Number: 2025-65 Section 2: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Rawn to sign a one- year operations agreement setting forth the rights and responsibilities of the City and the Ozark Natural Science Center with respect to operations and activities at the Lake Fayetteville Environmental Study Center, a copy of which is attached to this Resolution, with automatic renewals for four additional years. PASSED and APPROVED on February 4, 2025 Approved: Molly Rawn, Mayor Attest: Kara Paxton, City Clerk Treasurer Page 2 CITY OF FAYETTEVILLE ARKANSAS MEETING OF FEBRUARY 4, 2025 CITY COUNCIL MEMO TO: Mayor Rawn and City Council THRU: Keith Macedo, Interim Chief of Staff FROM: Alison Jumper, Director of Parks, Natural Resources and Cultural Affairs SUBJECT: Approval of a lease and agreement with Ozark Natural Science Center RECOMMENDATION: 2025-65 Approval of a one-year lease and agreement with automatic renewals for four additional years with the Ozark Natural Science Center to operate in the Lake Fayetteville Environmental Study Center. BACKGROUND: The City of Fayetteville Board of Directors approved a resolution in 1973 agreeing to reserve the eastern portion of Lake Fayetteville in its natural state and allow the Fayetteville and Springdale School Districts to jointly construct a nature study area on the property. The school districts used the property and the study center until 2022/2023 at which time both school districts no longer had a need for the building or grounds. In February of 2024, the City Council passed Resolution 66-24 approving a one-year lease and agreement with the Ozark Natural Science Center (ONSC) to operate out of the study center. ONSC is a nonprofit, 501(c)(3) located in Madison County. The organization was formed in 1990 to offer residential field science education center and began programming in 1992. They offer immersion -based learning meeting public school curriculum requirements, host summer camps and other programs, hikes, and open houses. The agreement requires ONSC to maintain the building and trails in the lease area and offer to public for free, nine guided hikes and host open houses. These benefits to the public are similar to those required by AppleSeeds and the Botanical Garden of the Ozarks who have no -cost leases with the City. DISCUSSION: ONSC has been successfully operating out of the study center at Lake Fayetteville for the past year. They have fulfilled their lease requirements of offering free hikes and open houses and workshops. Additionally, they partnered with the City to host two clean ups at the lake and have made improvements to the building including: interior painting, exterior power washing, replacing boards and railing on dock, improved/expanded rain garden and native plant garden, and invasive plant removal on grounds and on trails. The new lease and agreement includes a one (1) year autorenewal four (4) additional years, otherwise includes the same requirements as the original agreements. BUDGET/STAFF IMPACT: None. Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 ATTACHMENTS: SRF (#3) , 2025 Agreement (#4), 2025 Lease Agreement (#5), 66-24 Resolution (#6) Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 == City of Fayetteville, Arkansas Y 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 - Legislation Text File #: 2025-65 Approval of a lease and agreement with Ozark Natural Science Center A RESOLUTION TO APPROVE ONE-YEAR LEASE AND OPERATIONS AGREEMENTS WITH THE OZARK NATURAL SCIENCE CENTER TO OPERATE IN THE LAKE FAYETTEVILLE ENVIRONMENTAL STUDY CENTER WITH AUTOMATIC RENEWALS FOR FOUR ADDITIONAL YEARS WHEREAS, in 1973, the City agreed to preserve the eastern portion of Lake Fayetteville in its natural state and allow the Fayetteville and Springdale School Districts to jointly construct a nature study area on the property; and WHEREAS, both school districts used the property and the study center until 2022/2023 at which time neither district had further need for the building and grounds; and WHEREAS, in July 2023, the Ozark Natural Science Center (ONSC) contacted Parks, Natural Resources and Cultural Affairs to inquire about the use of the study center; and WHEREAS, ONSC is a nonprofit, 501(c)(3) located in Madison County and was formed in 1990 to offer residential field science education and began programming in 1992 working with public schools to offer immersion -based learning, host summer camps and other programs, hikes and open houses; and WHEREAS, the lease follows the same lease area the school districts used including the building and is a no cost lease that requires ONSC to maintain the building and trails within the leased premises, offer nine free guided hikes, and host open houses for the public; and WHEREAS, ONSC has been successfully operating out of the study center at Lake Fayetteville for the past year and has fulfilled its lease requirements, has partnered with the City to host two clean ups at the lake, and has made improvements to the building including interior painting, exterior power washing, replacing boards and railing on dock, improving and expanding the rain garden and native plant garden, and invasive plant removal on grounds and on trails; and WHEREAS, Parks, Natural Resources and Cultural Affairs staff recommend entering into longer -term lease and operations agreements for ONSC to continue using the facility and grounds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Rawn to Page 1 Resolution: 43-25 File Number: 2025-65 sign a one-year lease agreement with Ozark Natural Science Center for the Lake Fayetteville Environmental Study Center, a copy of which is attached to this Resolution, with automatic renewals for four additional years. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Rawn to sign a one-year operations agreement setting forth the rights and responsibilities of the City and the Ozark Natural Science Center with respect to operations and activities at the Lake Fayetteville Environmental Study Center, a copy of which is attached to this Resolution, with automatic renewals for four additional years. Page 2 Alison Jumper Submitted By City of Fayetteville Staff Review Form 2025-65 Item ID 2/4/2025 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 1/9/2025 PARKS & RECREATION (520) Submitted Date Division / Department Action Recommendation: Approval of lease and agreement renewal with the Ozark Natural Science Center to operate in the Lake Fayetteville Environmental Study Center. Account Number Project Number Budgeted Item? No Does item have a direct cost? No Is a Budget Adjustment attached? No Purchase Order Number: Change Order Number: Original Contract Number: Comments: Budget Impact: Fund Project Title Total Amended Budget $ - Expenses (Actual+Encum) $ - Available Budget Item Cost $ - Budget Adjustment $ - Remaining Budget V20221130 Previous Ordinance or Resolution # 66-24 Approval Date: AGREEMENT This Agreement, dated Feb. 4 , 2025, is made by and between The City of Fayetteville, Arkansas (the "City"), an Arkansas municipal corporation, and Ozark Natural Science Center ("ONSC"), an Arkansas nonprofit corporation, in conjunction with and complementary to the Lease Agreement entered into by and between same. The City and ONSC may be collectively referred to as the "Parties." The Parties agree to bind themselves to this Agreement under the following terms: I. Goals and Purpose The City owns and operates the Lake Fayetteville Environmental Study Center (the "Center"), the premises of which is more accurately described in the lease agreement executed between the Parties. ONSC's mission is to enhance the understanding, stewardship, and appreciation of the region's natural environment. The Parties desire that ONSC conduct educational programming at the Center in collaboration with the City. II. Rights and Responsibilities of the Parties A. Rights and Responsibilities of the City: 1. The City shall lease the Center and premises described in the Parties' Lease Agreement to ONSC for the term and subject to the conditions identified herein. 2. The City shall not charge ONSC a fee for use of the leased premises, except that ONSC shall pay all utilities for the premises as described below. 3. The City shall have the right to inspect the leased premises at all reasonable times. 4. The City shall have the right to conduct City -sponsored programs and special events on Lake Fayetteville property, which may include the leased premises; provided, however, that the City and ONSC agree to communicate and work together to schedule programs and events in order to avoid conflicts in the use of the leased premises. 5. The City shall be responsible for mowing and weed -eating the leased premises. B. Rights and Responsibilities of ONSC 1. ONSC shall have the right to use the leased premises to conduct educational programming. This programming may include, but is not limited to, day camps, workshops, classes, fundraisers, and similar events and activities. 2. ONSC shall have the right to display signs and educational materials in and around the Center, provided that ONSC complies with all City ordinances and regulations pertaining to same. 3. ONSC shall host guided hikes at Lake Fayetteville at least once per month for nine (9) months out of the year that are free to the public. ONSC shall publicly post the times of these hikes on its website and social media pages. ONSC shall also host open houses and other events free to the public during the Agreement term. 4. ONSC shall maintain the building and grounds at the environmental study center including the parking lot and associated trails in accordance with park standards. This shall include the obligation to keep the trails free of debris. 5. ONSC shall provide basic maintenance as needed to repair the Center or premises, provided that ONSC shall not be responsible for any individual repair which exceeds $2,000.00 in supplies and labor unless the necessity for such repair is caused by the negligence or fault of ONSC. The City will pay the repair costs for all necessary repairs to the Center or premises in excess of $2,000.00, provided that the necessity of such repair is not caused by the negligence or fault of ONSC. 6. ONSC shall pay the monthly utilities for the Center, including electricity, water, internet, and waste removal, for each month during the term of this Agreement. All payments shall be made timely, and ONSC agrees to indemnify the City for any untimely utility payments during the term of this Agreement. 7. ONSC shall install a gate or a chain at the principal entry to the Center to ensure that it remains locked when not in use for educational programming. 8. ONSC shall maintain a policy of liability insurance to cover operation of its programming at the Center during the term of this Agreement. III. Term and Termination of the Agreement A. This Agreement shall take effect upon the signing by both Parties and shall remain in effect for a period of one (1) year from that date (the "Effective Date") unless earlier terminated (the "Initial Term."). After the initial one-year period, the agreement shall automatically renew for four (4) additional one (1) year terms. B. Termination Without Cause. During the Initial Term or any Renewal Term, this Agreement may not be terminated without written consent of both Parties or six (6) months written notice by either party. Page 2 of 5 C. Termination for Cause. This Agreement may be terminated for cause only after the Parties have participated in mediation, as described in Part IV. IV. Failure to Comply with this Agreement If either party breaches or otherwise fails to comply with the terms of this Agreement, the other party shall notify the breaching party in writing of the asserted noncompliance and allow that party ninety (90) days to cure the alleged noncompliance. If the breaching party fails to cure the noncompliance within 90 days, then the Parties shall communicate in good faith for a period of thirty (30) days in an attempt to resolve the issue. If the issue remains unresolved after this period of communication, the Parties shall agree to participate in non -binding mediation. The mediator shall be selected by mutual agreement of the Parties. If the Parties cannot agree on a mediator, then each Party shall select a mediator, and the two selected mediators will select a third. The mediation shall then be collectively conducted by the three (3) mediators. The costs of any such mediation shall be shared equally by the Parties. In the event that mediation is unsuccessful, the Parties may seek legal remedies in the Washington County Circuit Court. V. Principal Contacts Any notices required to be sent under this Agreement shall be delivered to the following: City of Fayetteville, Arkansas Attn: Molly Rawn 113 W. Mountain St. Fayetteville, AR 72701 ONSC Attn: Rose Brown 1905 Madison 1305 Huntsville, AR 72740 The above principal contacts may be changed by their respective Parties, with such change being effective upon delivery of the notice of change to the other party. VI. Use of Intellectual Property The Parties agree that any intellectual property jointly developed through activities covered under this Agreement can be used by either party for educational purposes without obtaining consent from the other. If the intellectual property is to be used for purposes other than educational, the party intending to use the intellectual property must obtain consent from the other. All other intellectual property used in the implementation of this Agreement will remain the property of the providing party. VIL Transfer of Funds Page 3 of 5 The Parties acknowledge and agree that this Agreement does not presently create any financial or funding obligation on either party except those specifically set forth in Part IL The Parties further agree that any obligations not covered by Part II of this Agreement shall only arise upon joint execution of a subsequent agreement or workplan which shall specifically delineate the terms and nature of such work and shall include a budget for accomplishing same. Such subsequent agreements, budgets, and workplans will be subject to the availability of funding for the purposes outlined herein. VIII. No Joint Venture, Partnership, or Agency Nothing in this Agreement shall be construed as to create or imply the existence of a partnership, joint venture, or agency relationship between the Parties. IX. Indemnity ONSC agrees to indemnify and hold harmless the City and its agents, officials, employees, and officers from any and all liability, including attorney's fees, claims, and expenses, arising from ONSC's negligent acts. However, nothing in this Agreement shall be construed to alter, limit, or compromise any charitable immunity possessed by ONSC. X. Miscellaneous A. Non -Assignability. Neither Party may assign or transfer any rights or obligations under this Agreement without prior written consent of the other. B. Entire Agreement. This Agreement, combined with the Lease Agreement to be executed contemporaneously, constitutes the Parties' entire Agreement with respect to the subject matter and supersedes all prior agreements. C. Amendments. This Agreement may only be amended by mutual written consent of the Parties. D. Authority. The individuals signing this Agreement represent that, upon their signature, this Agreement shall have been duly executed by the Party each represents. E. Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of Arkansas. F. Venue. The only proper venue for disagreements arising under this Agreement is the Washington County Circuit Court. G. Severability. Should a court of competent jurisdiction determine that any paragraph or provision of this Agreement is invalid or unenforceable, all remaining paragraphs and provisions shall remain in full force and effect. Page 4 of 5 H. Delivery, byPDF or other Means. This Agreement and any amendments hereto, to the extent signed and delivered by means of portable document format ("PDF") or an electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. IN WITNESS WHEREOF, the parties hereto have set their hands this 4 day of February , 2025. CITY OF FAYETTEVILLE, ARKANSAS am MOLLY RAWN, Mayor ATTEST: KARA PAXTON, City Clerk -Treasurer STATE OF ARKANSAS OZARK NATURAL SCIENCE CENTER Rm�GIG� ROSE BROWN, Executive Director By: ,L_� Af"t� LUCAS REGNIER, BOARD OF DIRECTORS PRESIDENT ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this j day of �p . , 2025, before me, a Notary Public, personally appeared Molly Rawn and Kara Paxton, known to me to be the Mayor and Clerk Treasurer of the City of Fayetteville, Arkansas, having been authorized by lawful resolution of the Fayetteville City Council to execute contracts on behalf of the City of Fayetteville, Arkansas, and acknowledged that they have executed the foregoing instrument for the purposes contained therein. In witness whereof I hereunto set my hand and official seal `%qun1N11., low S �\NpTARy`° . •p A• �y•� •eft •=y00. ft Page 5 of 5 %�V� Nota Public My Commission Expires: 12712_,0 ?)3 LEASE AGREEMENT This Agreement, made and entered by and between the City of Fayetteville, Arkansas, a municipal corporation, hereafter called "the City," and the Ozark Natural Science Center, an Arkansas nonprofit corporation, hereafter called "ONSC," Witnesseth: 1. For and in consideration of the covenants and agreements herein entered into and agreed upon by ONSC as obligations to the City, the City non -exclusively lets, leases and demises unto ONSC, subject to the terms and conditions set forth under a separate Agreement, (provided that nothing contained herein shall in any way affect the rights and obligations established by said separate Agreement), the following described property situated in Washington, County, Arkansas: LAKE FAYETTEVILLE A part of the East Half of Section 13 and part of the East Half of Section 24, Township 17 North, Range 30 West, and part of the West Half of Section 18 and part of the West Half of Section 19, Township 17 North, Range 29 West, being more particularly described as follows: Beginning at the Northwest corner of the Southeast Quarter (SEl/4) of the Northeast Quarter (NE1/4) of said Section 13; thence with the North line of said SE-NE-13-17-30 South 87' 06' 01" East 1303.739 feet; thence South 02' 29' 13" West 17.192 feet thence South 87' 51' 20" East 818.386 feet; thence with the West right-of- way line of Highway 265 (Crossover Road) the following calls: South 06' 01' 18" West 2.822 feet; thence South 11 ° 44' 19" West 100.498 feet; thence South 06' 01' 42" West 47.6 feet; thence South 02' 51' 10" West 95.156 feet; thence South 03' 19' 21" East 89.915 feet thence South 08' 19' 18" East 59.959 feet; thence South 11' 49' 21" East 44.973 feet; thence South 14' 19' 18" East 29.984 feet; thence South 17' 19' 22" East 59.959 feet; thence South 19' 19' 20" East 832.701 feet; thence South 16' 46' 49" East 98.118 feet; thence South 09' 44' 20" East 173.596 feet; thence South 01' 14' 19" East 154.34 feet; thence South 02° 45' 41" West 926.592 feet; thence South 02° 44' 44" West 1322.566 feet; thence South 02' 35' 18" West 250.278 feet; thence leaving said West right-of-way line North 87' 36' 40" West 3750.975 feet; thence North 00' 10' 36" West 831.004 feet; thence North 72' 00' 17" East 1351.875 feet to a point on the West line of the 5E-13-17-30; thence with said West line North 02' 09' 09" East 2935.509 feet, to the Point of Beginning and containing 266.760 acres, more or less. LESS AND EXCEPT all that portion of said parcel lying within the waters of Lake Fayetteville, said waters being more particularly described as that portion of said parcel lying below an elevation on 1238 feet above mean sea level, said elevation being the top of the Lake Fayetteville spillway. The Lake Fayetteville leased premises are further identified in the map attached as Exhibit A. 2. The term of this Joint Lease shall begin on February 1, 2025 and shall automatically renew for four (4) additional one (1) year terms. A renewal term may be cancelled by either party by giving written notice of non -renewal term at least six (6) months prior to the end of the then current term. 3. As consideration for the lease, ONSC agrees to maintain the building and grounds at the environmental study center, parking lot, and associated trails and docks within the leased premises according to park standards. ONSC further agrees to provide maintenance to the environmental study center building, provided that ONSC shall not be responsible for any individual repair which exceeds $ 2,000.00 in supplies and labor unless the necessity for such repair is caused by the negligence or fault of ONSC. The City will pay the repair costs for all necessary repairs to the Center or premises in excess of $2,000.00, provided that the necessity of such repair is not caused by the negligence or fault of ONSC. ONSC shall also pay all utilities for the premises during the duration of the lease, including electricity, water, internet, and waste removal. 4. ONSC further acknowledges that the leased premises are part of Lake Fayetteville Park and that the Parks, Natural Resources and Cultural Affairs Department will continue to manage the park property and conduct City -sponsored programs and special events at Lake Fayetteville, which may include the leased premises. The City and ONSC agree to communicate and work together to schedule programs and events to avoid conflicts in use of the leased premises. 5. The City shall have the right to inspect the leased premises at all reasonable times. 6. Facility expansions and all site alterations must have prior written approval by the City and meet all City standards/procedures as well as all applicable federal, state and local laws for such expansions or alterations. Any permanent structure shall become a permanent fixture to the land and become the property of the City at the end of the lease term, unless otherwise agreed to in writing prior to construction of the structure. ONSC shall maintain insurance coverage in an amount not less than $ 100, 000.00 to cover all structures currently located on the leased premises or constructed by ONSC on the leased premises during the term of this Agreement. 7. ONSC agrees to indemnify and hold the City and its officers, officials, employees, and agents harmless from any and all liability, including attorney's fees, for claims, expenses, loss or damage to persons or property resulting from their negligent acts, provided that nothing herein shall be construed to alter, limit or otherwise compromise that immunity afforded the District under the Constitution and Statutes of the State of Arkansas. 8. The parties hereby agree that upon termination of this lease by expiration or by earlier termination for any reason whatsoever, they will peaceably deliver possession of the leased premises to the other, including all permanent fixtures, without demand. 9. The parties agree not to violate any law, ordinance, rule or regulation of any government authority having jurisdiction over the premises. 10. It is agreed that the failure of either party to invoke any of the available remedies under this agreement or under law in the event of one or more breaches or defaults by the other under the agreement shall not be construed as a waiver of such provisions and conditions and shall not prevent the party from invoking such remedies in the event of any future breach or default. 11. Each paragraph of this agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason, all remaining paragraphs and subparagraphs shall remain in full force and effect. 12. This agreement shall be interpreted according to and enforced under the laws of the State of Arkansas. 13. This agreement may be executed in all or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have set their hands this 4 day of February, 2025. CITY OF FAYETTEVILLE, OZARK NATURAL SCIENCE ARKANSAS CENTER MOLLY RAWN, Mayor ATTEST: �j2vco_ a�cTl ` By: KARA PAXTON, City Clerk -Treasurer STATE OF ARKANSAS COUNTY OF WASHINGTON ROSE BROWN, Executive Director By: A LUCAS REGNIER, BOARD OF DIRECTORS PRESIDENT ACKNOWLEDGMENT On this 4 day of Fib. 2025, before me, a Notary Public, personally appeared Molly Rawn and Kara Paxton, known to me to be the Mayor and Clerk Treasurer of the City of Fayetteville, Arkansas, having been authorized by lawful resolution of the Fayetteville City Council to execute contracts on behalf of the City of Fayetteville, Arkansas, and acknowledged that they have executed the foregoing instrument for the purposes contained therein. In witness whereof I hereunto set my hand and official seal No Public My Commission Expires: y7 0 v,,j 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 66-24 File Number: 2024-1713 OZARK NATURAL SCIENCE CENTER (LEASE AGREEMENT): A RESOLUTION TO APPROVE ONE-YEAR, NO COST LEASE AND OPERATIONS AGREEMENTS WITH THE OZARK NATURAL SCIENCE CENTER TO OPERATE IN THE LAKE FAYETTEVILLE ENVIRONMENTAL STUDY CENTER WHEREAS, in 1973, the City of Fayetteville approved a resolution agreeing to reserve the eastern portion of Lake Fayetteville in its natural state and allow the Fayetteville and Springdale School Districts to jointly construct a nature study area on the property; and WHEREAS, both school districts used the property and the study center until 2022/2023 at which time neither district had further need for the building and grounds; and WHEREAS, in July 2023, the Ozark Natural Science Center (ONSC) contacted Parks, Natural Resources and Cultural Affairs to inquire about the use of the study center and staff has worked towards a lease agreement and operations agreement with City legal counsel and ONSC; and WHEREAS, ONSC is a nonprofit, 501(c)(3) located in Madison County and was formed in 1990 to offer residential field science education and began programming in 1992 working with public schools to offer immersion -based learning, host summer camps and other programs, hikes and open houses; and WHEREAS, the lease follows the same lease area the school districts used including the building and is a no cost lease that requires ONSC to maintain the building and trails within the leased premises and offer nine free guided hikes, and host open houses for the public. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign one- year, no cost lease and operations agreements with Ozark Natural Science Center to operate in the Lake Fayetteville Environmental Study Center, copies of which are attached to this Resolution. PASSED and APPROVED on February 20, 2024 Page 1 Resolution: 66-24 File Number: 2024-1713 Approved: Page 2 Attest: t%K1j1 TR 111,��i `�G• •G��Y O,c ••G-Q��i Kara Paxton, City C erk Treasure€ I ••:RKAQj NS . 'NG MA ```` CITY OF FAYETTEVILLE W4W ARKANSAS MEETING OF FEBRUARY 20, 2024 TO: Mayor Jordan and City Council CITY COUNCIL MEMO 2024-1713 THRU: Susan Norton, Chief of Staff FROM: Alison Jumper, Director of Parks, Natural Resources and Cultural Affairs SUBJECT: Lease and Agreement with Ozark Natural Science Center for the Lake Fayetteville Environmental Study Center RECOMMENDATION: Approval of a one-year lease and agreement with the Ozark Natural Science Cetner to operate in the Lake Fayetteville Environmental Study Center. BACKGROUND: The City of Fayetteville approved a resolution in 1973 agreeing to reserve the eastern portion of Lake Fayetteville in its natural state and allow the Fayetteville and Springdale School Districts to jointly construct a nature study area on the property. The school districts used the property and the study center until 2022/2023 at which time both school districts no longer had a need for the building or grounds. DISCUSSION: The Ozark Natural Science Center (ONSC) contacted Parks, Natural Resources and Cultural Affairs in mid - July of 2023 to inquire about the use of the study center. Since that time staff has worked towards the attached lease and agreement with City legal counsel and ONSC. ONSC is a nonprofit, 501(c)(3) located in Madison County. The organization was formed in 1990 to offer residential field science education center and began programming in 1992. They work with public schools to offer immersion -based learning, host summer camps and other programs, hikes and open houses. The lease area is follows the same lease area the school district used including the building and is a no cost lease. The agreement requires ONSC to maintain the building and trails in the lease area and offer to public for free, nine guided hikes and host open houses. These benefits to the public are similar to those required by AppleSeeds and the Botanical Garden of the Ozarks who have no cost leases. An amended lease with the Fayetteville Public Schools has also been submitted, omitting the Lake Fayetteville property from the lease. BUDGET/STAFF IMPACT: None. ATTACHMENTS: SRF (#3), Combined Lease and Agreement - ONSC (#4) Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 Legislation Text File #: 2024-1713 Lease and Agreement with Ozark Natural Science Center for the Lake Fayetteville Environmental Study Center A RESOLUTION TO APPROVE ONE-YEAR, NO COST LEASE AND OPERATIONS AGREEMENTS WITH THE OZARK NATURAL SCIENCE CENTER TO OPERATE IN THE LAKE FAYETTEVILLE ENVIRONMENTAL STUDY CENTER WHEREAS, in 1973, the City of Fayetteville approved a resolution agreeing to reserve the eastern portion of Lake Fayetteville in its natural state and allow the Fayetteville and Springdale School Districts to jointly construct a nature study area on the property; and WHEREAS, both school districts used the property and the study center until 2022/2023 at which time neither district had further need for the building and grounds; and WHEREAS, in July 2023, the Ozark Natural Science Center (ONSC) contacted Parks, Natural Resources and Cultural Affairs to inquire about the use of the study center and staff has worked towards a lease agreement and operations agreement with City legal counsel and ONSC; and WHEREAS, ONSC is a nonprofit, 501(c)(3) located in Madison County and was formed in 1990 to offer residential field science education and began programming in 1992 working with public schools to offer immersion -based learning, host summer camps and other programs, hikes and open houses; and WHEREAS, the lease follows the same lease area the school districts used including the building and is a no cost lease that requires ONSC to maintain the building and trails within the leased premises and offer nine free guided hikes, and host open houses for the public. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign one-year, no cost lease and operations agreements with Ozark Natural Science Center to operate in the Lake Fayetteville Environmental Study Center, copies of which are attached to this Resolution. Page 1 Alison Jumper Submitted By City of Fayetteville Staff Review Form 2024-1713 Item ID 2/20/2024 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 1/24/2024 PARKS & RECREATION (520) Submitted Date Division / Department Action Recommendation: Approval of a one year lease and agreement with the Ozark Natural Science Cetner to operate in the Lake Fayetteville Environmental Study Center. Account Number Project Number Budgeted Item? No Does item have a direct cost? No Is a Budget Adjustment attached? No Purchase Order Number: Change Order Number: Original Contract Number: Comments: Budget Impact: Fund Project Title Total Amended Budget $ - Expenses (Actual+Encum) $ - Available Budget Item Cost $ - Budget Adjustment $ - Remaining Budget V20221130 Previous Ordinance or Resolution # Approval Date: AGREEMENT This Agreement, dated rdorgpi 20, 2024, is made by and between The City of Fayetteville, Arkansas (the "City"), an Arkansas municipal corporation, and Ozark Natural Science Center ("ONSC"), an Arkansas nonprofit corporation, in conjunction with and complementary to the Lease Agreement entered into by and between same. The City and ONSC may be collectively referred to as the "Parties." The Parties agree to bind themselves to this Agreement under the following terms: I. Goals and Purpose The City owns and operates the Lake Fayetteville Environmental Study Center (the "Center"), the premises of which is more accurately described in the lease agreement executed between the Parties. ONSC's mission is to enhance the understanding, stewardship, and appreciation of the region's natural environment. The Parties desire that ONSC conduct educational programming at the Center in collaboration with the City. II. Rights and Responsibilities of the Parties A. Rights and Responsibilities of the City: The City shall lease the Center and premises described in the Parties' Lease Agreement to ONSC for the term and subject to the conditions identified herein. 2. The City shall not charge ONSC a fee for use of the leased premises, except that ONSC shall pay all utilities for the premises as described below. The City shall have the right to inspect the leased premises at all reasonable times. 4. The City shall have the right to conduct City -sponsored programs and special events on Lake Fayetteville property, which may include the leased premises; provided, however, that the City and ONSC agree to communicate and work together to schedule programs and events in order to avoid conflicts in the use of the leased premises. 5. The City shall be responsible for mowing and weed -eating the leased premises. B. Rights and Responsibilities of ONSC: 1. ONSC shall have the right to use the leased premises to conduct educational programming. This programming may include, but is not limited to, day camps, workshops, classes, fundraisers, and similar events and activities. 2. ONSC shall have the right to display signs and educational materials in and around the Center, provided that ONSC complies with all City ordinances and regulations pertaining to same. 3. ONSC shall host guided hikes at Lake Fayetteville at least once per month for nine (9) months out of the year that are free to the public. ONSC shall publicly post the times of these hikes on its website and social media pages. ONSC shall also host open houses and other events free to the public during the Agreement term. 4. ONSC shall maintain the building(s) at the environmental study center, the parking lot and associated trails in accordance with Fayetteville City Code. This shall include the obligation by ONSC to keep the trails free of debris. 5. ONSC shall provide basic maintenance as needed to repair the Center or premises, provided that ONSC shall not be responsible for any individual repair which exceeds $2,000.00 in supplies and labor unless the necessity for such repair is caused by the negligence or fault of ONSC. The City will pay the repair costs for all necessary repairs to the Center or premises in excess of $2,000.00, provided that the necessity of such repair is not caused by the negligence or fault of ONSC. 6. ONSC shall pay the monthly utilities for the Center, including electricity, water, internet, and waste removal, for each month during the term of this Agreement. All payments shall be made timely, and ONSC agrees to indemnify the City for any untimely utility payments during the term of this Agreement. 7. ONSC shall install a gate or a chain at the principal entry to the Center to ensure that it remains locked when not in use for educational programming. 8. ONSC shall maintain a policy of liability insurance to cover operation of its programming at the Center during the term of this Agreement. III. Term and Termination of the Agreement A. This Agreement shall take effect upon the signing by both Parties and shall remain in effect for a period of one (1) year from that date (the "Effective Date") unless earlier terminated (the "Initial Term."). After the initial one-year period, the Parties shall have the option to renew this Agreement for additional one- year terms (the "Renewal Terms"). B. Termination Without Cause. During the Initial Term or any Renewal Term, this Agreement may not be terminated without written consent of both Parties or six (6) months written notice by either party. Page 2 of 5 C. Termination for Cause. This Agreement may be terminated for cause only after the Parties have participated in mediation, as described in Part IV. IV. Failure to Comply with this Agreement If either party breaches or otherwise fails to comply with the terms of this Agreement, the other party shall notify the breaching party in writing of the asserted noncompliance and allow that party ninety (90) days to cure the alleged noncompliance. If the breaching parry fails to cure the noncompliance within 90 days, then the Parties shall communicate in good faith for a period of thirty (30) days in an attempt to resolve the issue. If the issue remains unresolved after this period of communication, the Parties shall agree to participate in non -binding mediation. The mediator shall be selected by mutual agreement of the Parties. If the Parties cannot agree on a mediator, then each Parry shall select a mediator, and the two selected mediators will select a third. The mediation shall then be collectively conducted by the three (3) mediators. The costs of any such mediation shall be shared equally by the Parties. In the event that mediation is unsuccessful, the Parties may seek legal remedies in the Washington County Circuit Court. V. Principal Contacts Any notices required to be sent under this Agreement shall be delivered to the following: City of Fayetteville, Arkansas Attn: Lioneld Jordan 113 W. Mountain St. Fayetteville, AR 72701 Ozark Natural Science Center Attn: Rose Brown 1905 Madison 1305 Huntsville, AR 72740 The above principal contacts may be changed by their respective Parties, with such change being effective upon delivery of the notice of change to the other party. VI. Use of Intellectual Property The Parties agree that any intellectual property jointly developed through activities covered under this Agreement can be used by either parry for educational purposes without obtaining consent from the other. If the intellectual property is to be used for purposes other than educational, the party intending to use the intellectual property must obtain consent from the other. All other intellectual property used in the implementation of this Agreement will remain the property of the providing party. VII. Transfer of Funds Page 3 of 5 The Parties acknowledge and agree that this Agreement does not presently create any financial or funding obligation on either party except those specifically set forth in Part IL The Parties further agree that any obligations not covered by Part II of this Agreement shall only arise upon joint execution of a subsequent agreement or workplan which shall specifically delineate the terms and nature of such work and shall include a budget for accomplishing same. Such subsequent agreements, budgets, and workplans will be subject to the availability of funding for the purposes outlined herein. VIII. No Joint Venture, Partnership, or Agency Nothing in this Agreement shall be construed as to create or imply the existence of a partnership, joint venture, or agency relationship between the Parties. IX. Indemnity ONSC agrees to indemnify and hold harmless the City and its agents, officials, employees, and officers from any and all liability, including attorney's fees, claims, and expenses, arising from ONSC's negligent acts. However, nothing in this Agreement shall be construed to alter, limit, or compromise any charitable immunity possessed by ONSC. X. Miscellaneous A. Non -Assignability. Neither Party may assign or transfer any rights or obligations under this Agreement without prior written consent of the other. B. Entire Agreement. This Agreement, combined with the Lease Agreement to be executed contemporaneously, constitutes the Parties' entire Agreement with respect to the subject matter and supersedes all prior agreements. C. Amendments. This Agreement may only be amended by mutual written consent of the Parties. D. Authority. The individuals signing this Agreement represent that, upon their signature, this Agreement shall have been duly executed by the Party each represents. E. Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of Arkansas. F. Venue. The only proper venue for disagreements arising under this Agreement is the Washington County Circuit Court. G. Severability. Should a court of competent jurisdiction determine that any paragraph or provision of this Agreement is invalid or unenforceable, all remaining paragraphs and provisions shall remain in full force and effect. Page 4 of 5 H. Delivery by PDF or other Means. This Agreement and any amendments hereto, to the extent signed and delivered by means of portable document format ("PDF") or an electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. IN WITNESS WHEREOF, the parties hereto have set their hands this 20 day of February 2024. CITY OF FAYETTEVILLE, ARKANSAS OZARK NATURAL SCIENCE CENTER By: �Va' VLIONELD DAN, Mayor rRFq ATTEST: '.mac,. •G��Y pF ;'G�.; By: FAY ETTEVILLEgy: KARA Ax ON, City CIA -resujrer '•y • 'AKA NS NGo TO STATE OF ARKANSAS COUNTY OF WASHINGTON ROSE BROWN, Executive Director JILL BOWMAN, Office Manager MENT FG*mY y On thisZO day of;atiteary; 2024, before me, a Notary Public, personally appeared Lioneld Jordan and Kara Paxton, known to me to be the Mayor and Clerk Treasurer of the City of Fayetteville, Arkansas, having been authorized by lawful resolution of the Fayetteville City Council to execute contracts on behalf of the City of Fayetteville, Arkansas, and acknowledged that they have executed the foregoing instrument for the purposes contained therein. In witness whereof I hereunto set my hand and official seal •�� t�pTAgy''"'r �••`pUE1L�G�, i y�••I s4�21'., 0 •..•.!,a J Page 5 of 5 - r;tm Notary V is U1720KI My Commission Expires: H. Delivery by PDF or other Means. This Agreement and any amendments hereto, to the extent signed and delivered by means of portable document format ("PDF") or an electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. IN WITNESS WHEREOF, the parties hereto have set their hands this 20 day of February , 2024. CITY OF FAYETTEVILLE, ARKANSAS OZARK NATURAL SCIENCE CENTER LIONELD JORDAN, Mayor ROSE BROWN, Executive Director ATTEST: By: By: KARA PAXTON, City Clerk -Treasurer JILL BowmAN, Office Manager ACKNOWLEDGMENT STATE OF ARKANSAS ) COUNTY OF WASHINGTON ) On this _ day of January, 2024, before me, a Notary Public, personally appeared Lioneld Jordan and Kara Paxton, known to me to be the Mayor and Clerk Treasurer of the City of Fayetteville, Arkansas, having been authorized by lawful resolution of the Fayetteville City Council to execute contracts on behalf of the City of Fayetteville, Arkansas, and acknowledged that they have executed the foregoing instrument for the purposes contained therein. In witness whereof I hereunto set my hand and official seal Notary Public My Commission Expires: Page 5 of 5 LEASE AGREEMENT This Agreement, made and entered by and between the City of Fayetteville, Arkansas, a municipal corporation, hereafter called "the City," and Ozark Natural Science Center, an Arkansas nonprofit corporation, hereafter called "ONSC," Witnesseth: 1. For and in consideration of the covenants and agreements herein entered into and agreed upon by ONSC as obligations to the City, the City non -exclusively lets, leases and demises unto ONSC, subject to the terms and conditions set forth under a separate Agreement, (provided that nothing contained herein shall in any way affect the rights and obligations established by said separate Agreement), the following described property situated in Washington, County, Arkansas: LAKE FAYETTEVILLE A part of the East Half of Section 13 and part of the East Half of Section 24, Township 17 North, Range 30 West, and part of the West Half of Section 18 and part of the West Half of Section 19, Township 17 North, Range 29 West, being more particularly described as follows: Beginning at the Northwest corner of the Southeast Quarter (SEl/4) of the Northeast Quarter (NE'/4) of said Section 13; thence with the North line of said SE-NE-13-17-30 South 87' 06' 01" East 1303.739 feet; thence South 02' 29' 13" West 17.192 feet thence South 87' 51' 20" East 818.386 feet; thence with the West right-of-way line of Highway 265 (Crossover Road) the following calls: South 06' 01' 18" West 2.822 feet; thence South 11 ° 44' 19" West 100.498 feet; thence South 06' O1' 42" West 47.6 feet; thence South 02' 51' 10" West 95.156 feet; thence South 03' 19' 2 1 " East 89.915 feet thence South 08' 19' 18" East 59.959 feet; thence South 11° 49' 21" East 44.973 feet; thence South 14' 19' 18" East 29.984 feet; thence South 17' 19' 22" East 59.959 feet; thence South 19' 19' 20" East 832.701 feet; thence South 16' 46' 49" East 98.118 feet; thence South 09' 44' 20" East 173.596 feet; thence South 01' 14' 19" East 154.34 feet; thence South 02' 45' 41" West 926.592 feet; thence South 02' 44' 44" West 1322.566 feet; thence South 02' 35' 18" West 250.278 feet; thence leaving said West right-of-way line North 87' 36' 40" West 3750.975 feet; thence North 00' 10' 36" West 831.004 feet; thence North 72' 00' 17" East 1351.875 feet to a point on the West line of the 5E-13-17-30; thence with said West line North 02' 09' 09" East 2935.509 feet, to the Point of Beginning and containing 266.760 acres, more or less. LESS AND EXCEPT all that portion of said parcel lying within the waters of Lake Fayetteville, said waters being more particularly described as that portion of said parcel lying below an elevation on 1238 feet above mean sea level, said elevation being the top of the Lake Fayetteville spillway. The Lake Fayetteville leased premises are further identified in the map attached as Exhibit A. 2. The term of this Joint Lease shall begin on February 1, 2024 and end on January 31, 2025, unless sooner terminated by six (6) months written notice by any of the parties hereto. 3. As consideration for the lease, ONSC agrees to maintain the building and grounds at the environmental study center, parking lot, and associated trails and docks within the leased premises according to park standards. ONSC further agrees to provide maintenance to the environmental study center building, provided that ONSC shall not be responsible for any individual repair which exceeds $2,000.00 in supplies and labor unless the necessity for such repair is caused by the negligence or fault of ONSC. The City will pay the repair costs for all necessary repairs to the Center or premises in excess of $2,000.00, provided that the necessity of such repair is not caused by the negligence or fault of ONSC. ONSC shall also pay all utilities for the premises during the duration of the lease, including electricity, water, internet, and waste removal. 4. ONSC further acknowledges that the leased premises are part of Lake Fayetteville Park and that the Fayetteville Parks and Recreation Department will continue to manage the park property and conduct City -sponsored programs and special events at Lake Fayetteville, which may include the leased premises. The City and ONSC agree to communicate and work together to schedule programs and events to avoid conflicts in use of the leased premises. 5. The City shall have the right to inspect the leased premises at all reasonable times. 6. Facility expansions and all site alterations must have prior written approval by the City and meet all City standards/procedures as well as all applicable federal, state and local laws for such expansions or alterations. Any permanent structure shall become a permanent fixture to the land and become the property of the City at the end of the lease term, unless otherwise agreed to in writing prior to construction of the structure. ONSC shall maintain insurance coverage in an amount not less than $100,000.00 to cover all structures currently located on the leased premises or constructed by ONSC on the leased premises during the term of this Agreement. 7. ONSC agrees to indemnify and hold the City and its officers, officials, employees, and agents harmless from any and all liability, including attorney's fees, for claims, expenses, loss or damage to persons or property resulting from their negligent acts, provided that nothing herein shall be construed to alter, limit or otherwise compromise that immunity afforded the District under the Constitution and Statutes of the State of Arkansas. 8. The parties hereby agree that upon termination of this lease by expiration or by earlier termination for any reason whatsoever, they will peaceably deliver possession of the leased premises to the other, including all permanent fixtures, without demand. 9. The parties agree not to violate any law, ordinance, rule or regulation of any government authority having jurisdiction over the premises. 10. It is agreed that the failure of either party to invoke any of the available remedies under this agreement or under law in the event of one or more breaches or defaults by the other under the agreement shall not be construed as a waiver of such provisions and conditions and shall not prevent the party from invoking such remedies in the event of any future breach or default. 11. Each paragraph of this agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason, all remaining paragraphs and subparagraphs shall remain in full force and effect. 12. This agreement shall be interpreted according to and enforced under the laws of the State of Arkansas. 13. This agreement may be executed in all or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have set their hands this 20 day of February , 2024. CITY OF FAYETTEVILLE, ARKANSAS i ATTE 011►►►►►HPilo" �EVILIE�y repsurer •a �i• KAtl ti'A, T ot� OZARK NATURAL SCIENCE CENTER ROSE BROWN, Executive Director Jill Bowman, Office Manager ACKNOWLEDGMENT STATE OF ARKANSAS ) COUNTY OF WASHINGTON ) fdoruary On this2O day of4darramp, 2024, before me, a Notary Public, personally appeared Lioneld Jordan and Kara Paxton, known to me to be the Mayor and Clerk Treasurer of the City of Fayetteville, Arkansas, having been authorized by lawful resolution of the Fayetteville City Council to execute contracts on behalf of the City of Fayetteville, Arkansas, and acknowledged that they have executed the foregoing instrument for the purposes contained therein. In witness whereof I hereunto set my hand and official seal ,�� p N D REDO%0 • ocv jh PU[313C'0"��Q r�i�'i� • •. ! Z�,1141 ffillm.,W-1-cl ' My Commission Expires:' 27 2033