HomeMy WebLinkAbout130-03 RESOLUTIONRESOLUTION NO.130 03
A RESOLUTION APPROVING A LAND LEASE AGREEMENT
WITH THE BOTANICAL GARDEN SOCIETY OF THE OZARKS
FOR THE PURPOSE OF OPERATING A BOTANICAL GARDEN
AT LAKE FAYETTEVILLE PARK.
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 approves a Land Lease Agreement with the Botanical Garden Society of
the Ozarks for the purpose of operating a botanical garden at Lake Fayetteville
Park. A copy of the Lease Agreement marked Exhibit "A" is attached hereto and
made a part hereof.
PASSED and APPROVED this 2nd day of September 2003.
atd
SONDRA SMITH, City Clerk
APPROVED:
By:
FAYETTESLLE
THE CITY OF FAYETTEVILLE, ARKANSAS
TO: Mayor Coody and City Council
THRU• Gary Dumas, Director of Operations
FROM: Connie Edmonston, Parks & Recreation Director
DATE: August 11, 2003
SUBJECT: Botanical Gardens of the Ozarks Lease Agreement
Background
On September 2, 1997; City Council approved a Land Lease Agreement with the Botanical
Garden Society of the Ozarks, Inc. (BGSO), for the purpose of operating a botanical garden at
Lake Fayetteville to serve Northwest Arkansas. The Portico Group of Seattle Washington
developed a master plan of the gardens in 2000. With the completion of the Master Plan, several
fund raising events are held each year to finance the project.
Current Status
Since BGSO has been established for five years and a master plan has been developed, the
relationship through the lease agreement with the City needs to be redefined. The term of the
lease is 25 years It may be renewable for three additional 25 year renewal terms upon the mutual
agreement of the parties. Other items in the agreement further outlined responsibilities of the
trails and parking lot in both fee and non -fee areas Any major changes in the master plan must
be submitted to the Parks and Recreation Advisory Board (PRAB) for approval. The City is
allowed three seats on the BGSO Board consisting of a PRAB member, Parks and Recreation
staff representative, and a member appointed by the City Council. BGSO is required to submit
an annual progress report and audit to the City. In consideration for this lease, BGSO will offer
free general admission to the garden on Saturdays from 9 am until 11 am. BGSO will also
develop a 3 to 5 year plan of action with stated goals and objectives.
By accepting this Lease Agreement, the City of Fayetteville encourages BGSO to continue their
goal of preserving and enhancing one of Fayetteville's natural open spaces. In addition, the
acceptance of this Lease Agreement also provides the foundation for the BGSO to acquire funds
and complete their Master Plan. By creating an additional destination for both residents and
visitors to Fayetteville, a completed botanical garden will be an important factor in the growth of
Fayetteville's local economy.
Recommendation
Parks and Recreation Staff and Parks and Recreation Advisory Board recommend approval of the
land lease agreement with the BGSO. Please find PRAB August 4, 2003 meeting minutes
documenting their approval.
Attachments:
Land Lease Agreement
Lake Fayetteville Map
PRAB August 4, 2003 Meeting Minutes
BSGO Letter from President Blair Johanson
WEST MOUNTAIN 72701 479-444-3471
FAX 479-521-7714
• •
RESOLUTION NO.
A RESOLUTION APPROVING A LAND LEASE AGREEMENT
WITH THE BOTANICAL GARDEN SOCIETY OF THE OZARKS
FOR THE PURPOSE OF OPERATING A BOTANICAL GARDEN
AT LAKE FAYETTEVILLE PARK.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkat s
hereby approves a Land Lease Agreement with the Botanical Gard o� etyf
the Ozarks for the purpose of operating a botanical garden ate- n fi yaeville
Park. A copy of the Lease Agreement marked Exhibit "; . Qed er to and
made a part hereof.
PASSED and APPROVED this 2nd day of
AN COODY, Mayor
• •
PARKS AND RECREATION ADVISORY BOARD
Meeting Minutes
August 4, 2003
Opening:
The regular meeting of the Parks and Recreation Advisory Board was called to order at 5:30 p.m:
on August 4, 2003 in Room 326 of the City Administration Building located at 113 West
Mountain Street, Fayetteville, Arkansas by Wade Colwell.
Present:
Parks and Recreation Advisory Board members Wade Colwell, Gail Eads, Bob Shoulders, Mike
Hill, Craig Mauritson, Kristin Pawlik-Holmes, Jerry Bailey; City Staff Edmonston, Coles,
Hatfield, Hesse, Ohman, Wright; and Audience.
2. Botanical Garden Society of the Ozarks, Inc. Lease Agreement:
Legal staff has modified the original land lease agreement approved by PRAB on March
3, 2003. Carl Totemeier, Interim Director presented the contract changes. Changes
include:
• 25 years from and after the date of this agreement, subject to such being sooner
terminated as provided in this agreement. This lease term shall be renewed for three (3)
additional 25 year renewal terms upon the mutual agreement of the parties. This lease
term may be renewed upon approval of the City of Fayetteville, Arkansas. Each renewal
term will not be unreasonably denied by the City as long as the BGSO continues to
operate a botanical garden on the City property identified with this lease.
• BGSO will offer free general admission to the garden each Saturday morning from
9:OOam to 12:OOpm.
• PROGRESS. BGSO will develop and open a botanical garden on the City property
identified with this lease agreement. BGSO will offer botanical' garden programmatic
and educational services as part of its mission. BGSO will establish an initial yearly
attendance goal minimum for all BGSO garden services and programs of 5,000 people
beginning with calendar year 2005. BGSO will develop a three to five year plan of
action with stated goals and objectives. BGSO will continue to review, refine and renew
these actions plans during the course of this lease. BGSO will prepare, publish and
present an annual operations report to be submitted to the Fayetteville City Council.
MOTION:
Hill moved to approve a land lease agreement with the Botanical Garden Society as
presented.
Colwell seconded the motion.
Upon roll call, the motion was approved 7-0-0.
August 4, 2003 / 1
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TO:
• FROM:
•
' BOTANICAL GARDEN SOCIETY OF THE OZARkS; INC.
P.O. Box 3079 • Fayetteville, Arkansas 72702-3079 • 479-443-6638 •info@bgso.org
Mayor Dan Coody and the Fayetteville City Council
Botanical Garden Society of the Ozarks . '
DATE: August 6, 2003
SUBJECT: Phase IA of the Master Plan for the Botanical Garden Society of the Ozarks
•
The Botanical Garden of the Ozarks would like to request approval of the Revised Land'Lease
Agreement between the City of Fayetteville and the Botanical Garden Society of the Ozarks, Inc.
The extension of the land lease duration, three 25 year renewals will give BGSO donors an
assurance of the long term future of the botanical garden. We believe these changes offer fair
consideration for both parties. -Your support will be greatly appreciated as we move forward ,
with this magnificent project.
Sincere!
lt.lt �U(�rsTd�/�
Blair Jo son
President, BGSO, Inc.
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FAYETTEVtLE
THE CITY OF FAYETTEVILLE, ARKANSAS
DEPARTMENTAL CORRESPONDENCE
•
TO: Connie Edmonston
Parks and Recreation
FROM: Sondra Smith
City Clerk
DATE: 09/04/03
SUBJECT: Botanical Garden Society of the Ozarks
Lease Agreement
Botanical Garden at Lake Fayetteville Park
Attached is a signed copy of Resolution No 130-03. I am also returning one original signed
copy of the Land Lease Agreement. The original lease agreement and resolution will be
microfilmed and filed with the City Clerk.
Thanks!
Sondra Smith
City Clerk
cc: Nancy Smith, Internal Auditor
NAME OF FILE: Resolution No. 130-03 w/agreement
CROSS REFERENCE:
Item #
Date
Document
•
1
08/13/03
Staff Review
Form w/attachments
memo to Mayor/City Council
minutes of 8/4/03 for PRAB
memo to Mayor/City Council
map
map
map
2
09/04/03
memo to Connie Edmonston
NOTES:
lo/j9 /04
11444./..9.44 / 1
STAFF RL EW FORM - NON-FINANCIAL OBLIITION
XX AGENDA REQUEST
For the Fayetteville City Council Meeting of:
September 2, 2003
9/L/a-3
30 _03
FROM:
Connie Edmonston
Name
Parks and Recreation
Division
Operations
Department
ACTION REQUIRED: A resolution approving the a land lease agreement with the Botanical Garden of the
Ozarks, Inc., for the purpose of operating a botanical, garden at Lake Fayetteville Park.
SUMMARY EXPLANATION: See attached memo.
STAFF RECOMMENDATION: A
aria,
Date
8.-/17103
City Atto ey Date
8-/2 0�
bepartme Director Date
1
Finance is Internal Servi es .Dir.
Chie %'dministr. ive Officer
Mayor
�- (3'u3
Date
x�j-
V /it
Date
Da
Received in Mayor's Office
Cross Reference:
Previous Ord/Res#:
7/73/03
Date
Resolution 83-97
Orig. Contract Date: 2 -Sep -97
Orig. Contract Number•
New Item:
Yes
• •
LAND LEASE AGREEMENT
THIS AGREEMENT made this 02A4 day of 4i4Jn. by and between the City of
Fayetteville, a Municipal Corporation of the State of Arkansas, hereinafter ref..' led to as "the
City", and the Botanical Garden Society of the Ozarks, Inc., an Arkansas Non -Profit
Corporation, hereinafter referred to as "BGSO".
WITNESSETH:
WHEREAS, the parties desire to enter into an agreement regarding the operation and
functioning of the Botanical Garden Society of the Ozarks which will serve the Northwest
Arkansas community, and which will be built on land owned by the City of Fayetteville.
WHEREAS, the BGSO's purpose is the establishment and operation of a botanical
garden where diverse collections of plants will be displayed, utility d, and preserved for
educational, environmental, recreational and scientific purposes, thereby promoting public
awareness of the vital and unlimited roles that plants perform.
NOW, THEREFORE, in consideration of the mutual covenants of the parties hereto the
parties covenant and agree as follows:
The City hereby designates for the establishment, construction, maintenance, and
operation thereon of a botanical garden as aforesaid for the collection and display of plant
materials and for such other purposes as are incident to the development and maintenance of
a botanical garden and for no other purpose whatsoever, contiguous tracts of land in the City,
described as follows:
A part of the Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4), a part of the
Southwest Quarter (SW 1/4) of the Northeast Quarter (NE 1/4), a part of the Southeast
Quarter (SE 1/4) of the Northwest Quarter (NW 1/4), all in Section 24, Township 17 North,
Range 30 West, Washington County, Arkansas, being all of that portion in said Section 24
as descnbed in a Warranty Deed Recorded in Book 402 at Page 313 of the records of the
Circuit Clerk and Ex -Officio Recorder of Washington County, Arkansas, Less and except
that portion of said parcel lying North of Lake Fayetteville waters and within the waters of
Lake Fayetteville, said waters being more particularly described as that portion of said
parcel Lying below an elevation of 1238 feet above mean sea level, said elevation being the
top of the Lake Fayetteville spillway.
The Northeast Quarter (NE 1/4) of the Northeast Quarter (NE 1/4) of Section 24, Township
17 North, Range 30 West, as described in a Warranty Deed Recorded in Book 400 at Page
328 of the records of the Circuit Clerk and Ex -Officio Recorder of Washington County,
Arkansas and a part of the fractional Northwest Quarter (NW 1/4) of the Northwest
Quarter (NW 1/4) of Section 19, Township 17 North, Range 29 West, Washington County,
Arkansas, being particularly described as follows: Beginning at a point which is North 88°
22' 40" West 108.90 feet from the Southeast corner of NW 1/4 of the NW 1/4 of said
Section 19, thence North 02° 21'13" East 1048.50 feet; thence 88°22'40" West 1242.78
feet; thence South 02°31'34" West 1048.55 feet to the South line of said 40 acre tract;
thence along said South line South 88° 22' 40" East 1242.78 feet to the Point of Beginning,
less and except that portion of said parcel lying North of Lake Fayetteville waters and
within the waters of Lake Fayetteville, said waters being more particularly described as
that portion of said parcel lying below an elevation of 1238 feet above mean sea level, said
elevation being the top of the Lake Fayetteville spillway.
1.0. MAINTENANCE, PROMOTION, AND OPERATION OF THE GARDEN. The parties agree
that the Society shall operate, maintain, and promote the Botanical Garden of the Ozarks for
and on behalf of the City on the property wholly owned by the City and identified above and
incorporated by reference herein as set forth in this agreement.
•
2.0. LEASE TERM. The leaseterm shall commence on the date f this agreement and shall
expire at midnight local time in the City of Fayetteville, Arkansas, on the date which is 25
years from and after the date of this agreement, subject to such being sooner terminated as
provided in this agreement. This lease term shall be renewed for three (3) additional 25 year
renewal terms upon the mutual agreement of the parties. This lease term may be renewed
upon approval of the City of Fayetteville, Arkansas. Each renewal term will not be
unreasonably denied by the City as long as the BGSO continues to operate a botanical garden
on the City property identified with this lease.
2.1 REVIEW AND EVALUATION. The parties acknowledge that the Botanical Garden of the
Ozarks is in its formative stages and that its development will be ongoing and changeable. IT
IS FURTHER recognized that the roles, functions, and responsibilities of the respective
parties will develop, grow, and/or change as well. For these reasons, the parties shall review
and evaluate this agreement on a yearly basis to insure its appropriateness and applicability.
The BGSO shall present an annual progress review to the Parks and Recreation Staff,
Advisory Board and the City Council.
2.2. The Mayor or his designated representative and the BGSO shall meet as requested by
any party to review the terms of this lease, to suggest and negotiate changes which may be
appropriate.
3.0. TITLE TO BUILDINGS AND GROUNDS. The BGSO acknowledges without reservation
that the City owns and shall hold title to the grounds and any future buildings constructed
on the premises.
4.0. OPERATING POLICIES AND RESPONSIBILITIES. The BGSO shall provide to the Mayor
or his designated representative its general operating policies for the Garden in written form.
These operating policies shall ensure nondiscnminatory opportunities for all citizens. The
Society agrees that its policies and operations shall be designed to preserve and maintain the
integrity of all buildings, grounds and improvements existing on the premises, and shall
consider the policies of Parks and Recreation regarding cultural and recreational facilities.
5.0. RULES AND REGULATONS OF BGSO. The BGSO may establish and enforce any
reasonable rules and regulations regarding behavior of visitors to assure the well being of the
plants and gardens, as well as the safety, comfort and quality of experience for visitors to the
premises and shall provide copies of these rules and regulations to the Mayor or his
designated representative. To the extent permitted by law, either the City or the BGSO may
exclude objectionable uses, or abusive or offensive person(s) from all premises subject to this
agreement.
6.0. OPERATION AND SUPERVISION OF THE BOTANICAL GARDENS OF THE OZARKS. The
BGSO shall exercise sole operational and supervisory authority over all grounds, buildings
and personnel of the Garden and over all such matters, including but not limited to, safety,
insurance, planning, plant acquisitions, displays and gardens, and the purchase, exchange, or
acquisition of additional items to be added to the collections, except as otherwise provided in
this agreement. The BGSO at its expense will be responsible for all maintenance and security
associated with the operation of the Botanical Garden, including equipment, parking lots, and
other improvements. The BGSO may not sublet any portion of the property without the
express written consent of the City Council.
7.0 TRAILS: The BGSO specifically acknowledges the right of the public to access trails in
the non -fee area without charge. BGSO must obtain the approval of the Parks and
Recreation Staff on the routing and design of all public trails through this land lease area.
•
7.1 Construction of or enhancements to the primary public pedestrian and bicycle trails
through the non -fee area to the west of the fee area (see attachment) must be approved by
both the City of Fayetteville and the BGSO. Primary public trails located immediately
adjacent to the fee area and all secondary trails related to BGSO programming will be
designed, constructed, and maintained by the BGSO.(See attached maps identifying these
areas)
7.2 Any enhancements or construction of any trails by the City within the non -fee area will
be maintained by the City of Fayetteville.
7.3 The BGSO will construct and maintain a parking lot near the Visitor Education Center
that allows free public parking with direct access to the primary public trails seven days a
week.
7.4 The Society will be responsible for all educational, research and informational programs
conducted on the premises and all printed material.
7.5 The parties agree that all employees and volunteers shall be employees or volunteers of
the BGSO and shall not be considered to be City employees or volunteers for any purpose
whatsoever. The BGSO shall have the sole authority for engaging, terminating, fixing
compensation, supervising and otherwise directing all personnel, including sub -contractors, in
conformance with applicable laws governing employees and volunteers at the Botanical
Garden.
8.0 CONSTRUCTION, ALTERATIONS, IMPROVEMENTS AND MAINTENANCE.
8.1 The Final Master Plan must be approved by the City Council, and shall serve as the
development guide to present and future construction, expansion, and improvements to the
premises. The parties agree that the BGSO will submit to the Fayetteville Parks and Recreation
Staff for review all plans for construction, future alterations, and improvements to be located
on the premises including, but not limited to, gardens, greenhouses, entrances and parking,
and for all other alterations to any facilities and grounds at the Garden which undertakings
shall be subject to applicable City procedures, zoning ordinances, and design review.
8.2 Any major changes to the Master Plan shall be submitted to the Fayetteville Parks and
Recreation Advisory Board for approval.
9.0 HOURS OF OPERATION. The BGSO shall establish the hours of operation for the
Botanical Garden and shall consider the public interest in establishing such hours. The
public parking lot will be open during daylight hours.
10.0 SIGNS. Lessee may place such signs as it may deem proper on the premises, so long as
said signs are in compliance with Lessor's sign ordinances.
11.0 PROGRAM ACCESSIBILITY AND PROGRESS.
11.1 As consideration for this lease, BGSO will offer free general admission to the Garden
each Saturday morning from 9:OOam to 12:OOpm. This waived fee provision only applies to
general admissions and not to specialty areas, buildings or events that require a separate
entry fee. In addition to the above stated consideration, BOSO will recognize the importance of
its botanical educational role by making garden access arrangements with the Fayetteville
School District for students and teachers.
11.2 Groups using any of the facilities of the Garden shall abide by all regulations as
established by the City and the BGSO.
• •
11.3 PROGRESS. BGSO will develop and open a botanical garden on the City property
identified with this lease agreement. BGSO will offer botanical garden programmatic and
educational services as part of its mission. BGSO will establish an initial yearly attendance
goal minimum for all BGSO garden services and programs of 5,000 people beginning with
calendar year 2005. BGSO will develop a three to five year plan of action with stated goals
and objectives. BGSO will continue to review, refine and renew these actions plans during the
course of this lease. BGSO will prepare, publish and present an annual operations report to
be submitted to the Fayetteville City Council.
12.0 LAWS. The BGSO shall comply with all present and future laws, ordinances, and rules
and regulations, pertaining to the City of Fayetteville including, but not limited to, the
Americans with Disabilities Act and the Arkansas Freedom of Information Act.
13.0 RESOLUTION OF CONFLICT. In the event of disagreement regardmg operations
procedures or scheduling, a committee consisting of four (4) members, one (1) appointed by
the City, one (1) appomted by the City Parks 8s Recreation Advisory Board, and two (2) by the
BGSO will be constituted to resolve the differences. If no resolution is reached within a
reasonable period, then this committee shall refer the matter to the City Council, whose
decision shall be binding to both parties.
14.0 INSURANCE. The BGSO agrees to obtain and maintain through the duration of the
lease at its own expense, Commercial General Liability Insurance covering public liability,
bodily injuries, death, products liability and property damage for damages and expenses
arising out of the operation of the Garden prior to opening the Garden to the public.
15.0 DEFENSE AND INDEMNIFICATION. The BGSO agrees to defend, indemnify and hold
the City, its officers employees agents and representatives harmless against all damages,
expenses, loss or liability from any claim or suit arising or alleged to have risen from any act
or omission of the BGSO, its officers, employees, agents or representatives by reason of the
operation of the Garden under this agreement, including, but not limited to, damage to or
destruction of property or injuries to or death of a person or persons.
16.0 SELECTION OF TRUSTEES. The BGSO agrees that the City Council will appoint one
(1) member of the BGSO's Board of Directors. One member shall be a current member of the
City's Parks and Recreation Advisory Board and one member must represent the Parks and
Recreation Staff. The BGSO further agrees to supply the names of those persons elected to
the Board of Directors to the City Clerk as public record. The Board of Directors shall
faithfully and diligently exercise such authority as herein conferred in conformity with the
provisions of this agreement.
16.1 The BGSO shall file a true and correct copy of its corporate charter, with amendments, if
any, and an accurate and complete copy of its Bylaws and any amendments thereto, and a
copy of the I.R.S. Letter of Determination of I.R.C. Sec. 501(c)(3) status with the City to be
maintained as a public record. In the event of subsequent amendments to such charter or
bylaws, true and correct copies of the same shall be timely filed with the City Clerk.
17.0 FUNDING SOURCES.
17.1 In order to achieve and continue the public purpose of this agreement, funding shall be
provided or permitted but not limited to the following sources:
A. The BG5O agrees to use its best efforts to secure gifts of cash, services,
endowments, and plant materials for the purpose of fulfilling its obligations hereunder. Any
funds raised for the Garden by the BGSO shall be used for the purpose of equipping and
maintaining the Garden, for the improvement of real property, for the general maintenance of
the Garden, or for any other purpose designated by the BGSO's Board of Directors.
B. Generated revenulrom admission, gift shop, progro and service fees, and
miscellaneous rental income.
C. Gifts, grants, bequests and devises from private donors, expended in conformance
with the terms of their receipt.
D Earned income from investments.
E. Bond funds as may be authorized.
18.0 FINANCIAL REPORTS. In accordance with the BGSO's Bylaws, the City shall receive a
copy of the fmancial audit of the Garden's financial books and records every year. The report
will be provided within ninety (90) days of each completed audit. In addition, the BGSO shall
timely provide to the City the yearly operating budget of the BGSO.
19.0 RENT, FEES, CONCESSIONS AND TAXES. The BGSO shall have the right to set
admission fees to the Garden as well as fees for optional services such as programs, space
rental, etc. Fees shall be reasonable and in line with similar services available in the tourism
market place.
19.1 The BGSO shall pay promptly all taxes and license fees of whatever nature applicable
under municipal, state, and federal law. In addition, the parties agree that the BGSO shall
indemnify and save the City harmless from and against any liens or similar liabilities claimed
or changes against the BGSO pursuant to the BGSO's operation of the Garden.
20.0 REMEDIES FOR BREACH OR VIOLATIONS OR DISPUTES.
20.1 Termination of Agreement. The parties agree that if either party materially breaches or
fails to perform its obligations under this agreement, the other party may give notice in writing
of intent to terminate. If the breaching or non-performing party fails to commence and effect
cure in good faith to the satisfaction of the other party within ninety (90) days of such notice
or such longer period, if agreed in writing by the parties, the agreement shall be deemed
terminated at the expiration of the ninety (90) days period or other agreed period. Any request
of extension shall not be unreasonably withheld.
20.2. In the event the BGSO shall be adjudicated bankrupt or insolvent or take the benefit of
any reorganization of composition proceedings or insolvency law, or make an assignment for
the benefit of creditors, or if the BGSO's interest under this agreement shall be levied upon or
attempted to be attached or sold under any process of law, or if a receiver shall be appointed
for the BGSO, then and thereafter the City shall have the right and option to terminate this
agreement irrespective of whether or not default exists hereunder, said determination to be
effective immediately upon City's exercise of such option by giving written notice to the BGSO.
20.3 The parties agree that neither part shall be liable or responsible to the other for delays or
impossibilities of performance caused by force majeure occurrences beyond the control of the
parties including, but not limited to, civil disorder, fires, floods, or acts of God.
BOTANICAL G ' ' EN SOCIETY
OF T-kIE O INC.
By:
Blair Johanso
esident
ATTEST:
BY:
Name and title:
CITY OF FAYETTEVILLE, ARKANSAS
&d
Coody, Mayor01
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