Item 9ACity of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
M E M O R A N D U M
April 10, 2018
TO: Shana K. Yelverton, City Manager
FROM: Chris Tribble, Director of Community Services
SUBJECT: Approve renewal of Bob Jones Nature Center & Preserve
Management Agreement
________________________________________________________________
Action
Requested: City Council approval of the renewal of the Bob Jones Nature
Center & Preserve (BJNCP) Management Agreement with the Bob
Jones Nature Center Organization (BJNCO)
Background
Information: The current BJNCP management agreement with the Bob Jones
Nature Center Organization was approved by the City Council on
June 5, 2012 for an initial term of August 1-September 30, 2012.
The agreement included (3) additional three-year renewal options.
On March 18, 2012, City Council approved the first renewal for the
term October 1, 2012-September 30, 2015. On June 16, 2015, City
Council approved the second renewal for the term October 1, 2015-
Septemer 30, 2018. A minimum six month written notice, in
advance of the expiration date, is required for renewal or
termination of the Agreement.
The proposed Agreement with BJNCO is for a one (1) year
term, October 1, 2018—September 30, 2019. The Agreement calls
for the City to pay BJNCO a $100,000 annual management fee and
be responsible for grounds maintenance, facility and equipment
maintenance, and utilities. BJNCO is responsible for all staffing,
furnishings, supplies and telephone.
Updates to the proposed Agreement address performance
measures through customer satisfaction surveys utilizing a Net
Promoter Score method; and a waiver to the City “no alcohol” policy
for contractor sponsored events and private facility rentals outside
of normal operating hours.
Currently, the BJNCO has in place through 2019, variances
authorized by the City Manager to allow alcohol at the BJNCP
during their Bob Jones Nature Center organization events and
during private rental events.
9A - 1
Shana K. Yelverton, City Manager
Meeting Date – April 17, 2018
Page 2 of 3
City of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
The proposed Agreement will allow alcohol at the BJNCP during
Bob Jones Nature Center organization events, and provide BJNCO
the opportunity to allow facility use rentals for private events where
alcohol may be requested, such as for weddings, family reunions,
engagement parties, etc. BJNCO will accept responsibility that
private rentals where alcohol may be allowed, will comply with all
City guidelines and policies, and abide by TABC rules.
A copy of the draft Agreement with the proposed changes
highlighted is attached for your consideration.
Financial
Considerations: BJNCO is responsible for all staffing, furnishings, supplies, and
telephone. The agreement calls for the City to pay the contractor a
$100,000 annual payment and be responsible for grounds
maintenance, facility and equipment maintenance and utilities.
Funding for the BJNCO Agreement is included in the annual
General Fund operating budget for the term of the Agreement.
Strategic Link: This item is linked to the City’s Strategy Map related to the focus
area of Performance Management and Service Delivery and meets
the Corporate Objectives to Collaborate with Select Partners to
Implement Service Solutions.
Citizen Input/
Board Review:
City Council consideration April 17, 2018
Legal Review: City Attorney reviewed previous agreement.
Alternatives: City Council approval to renew the Bob Jones Nature Center &
Preserve (BJNCP) Management Agreement with the Bob Jones
Nature Center Organization
City Council decision not to renew the Bob Jones Nature Center &
Preserve (BJNCP) Management Agreement with the Bob Jones
Nature Center Organization
Supporting
Documents: Proposed renewal agreement
9A - 2
Shana K. Yelverton, City Manager
Meeting Date – April 17, 2018
Page 3 of 3
City of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
Staff
Recommendation: City Council approval to renew the Bob Jones Nature Center &
Preserve (BJNCP) Management Agreement with the Bob Jones
Nature Center Organization for a one (1) year term, October 1,
2018—September 30, 2019.
9A - 3
BOB JONES NATURE CENTER & PRESERVE MANAGEMENT AGREEMENT
THIS BOB JONES NATURE CENTER & PRESERVE MANAGEMENT AGREEMENT
("AGREEMENT") is made between the City of Southlake, Texas ("CITY"), a municipal corporation,
and the Bob Jones Nature Center Organization, a 501C3 non-profit organization ("CONTRACTOR").
WHEREAS, CITY desires that CONTRACTOR manage the operation of the CITY’S BOB
JONES NATURE CENTER & PRESERVE as specifically described below; NOW, THEREFORE,
CITY AND CONTRACTOR AGREE as follows:
ARTICLE 1. DEFINITIONS
Unless the context clearly indicates otherwise, in this AGREEMENT:
BEGINNING DATE means the date on which CITY gives CONTRACTOR written notice
to begin management of the Bob Jones Nature Center & Preserve.
EXPIRATION DATE means September 30, 2019. If the AGREEMENT is automatically
renewed, as provided in Section 3.1, any annual anniversary of the original expiration date.
FISCAL YEAR means the period beginning October 1 of any year and ending September 30 of
the following year.
BOB JONES NATURE CENTER & PRESERVE (hereinafter referred to as “Nature Center”)
means the property and all improvements located on the Property the City may make available to the
CONTRACTOR as provided herein.
PROPERTY means the land on which the Nature Center is located at 355 E. Bob Jones Road,
Southlake, Texas.
CITY ADMINISTRATOR means Director of Community Service or his designee.
ARTICLE 2. GENERAL REQUIREMENTS
§2.1 Management of the Nature Center. CITY hires CONTRACTOR to manage,
supervise, and operate the Nature Center in accordance with this Agreement. CITY delegates to
CONTRACTOR the responsibility and authority to implement operating policies that should adhere to
CITY policies where applicable and take other actions necessary to operate the Nature Center in a
manner that meets CITY standards.
§2.2 Independent Contractor. CONTRACTOR is an independent contractor with respect to
the CITY, and the CITY shall not have the authority or responsibility to supervise the day-to-day
activities of the CONTRACTOR or CONTRACTOR’s employees. Nothing in this AGREEMENT and
9A - 4
Page 2 of 19
its performance shall create an employment or agency relationship between CITY and
CONTRACTOR. Nevertheless, CONTRACTOR agrees to seek advice from CITY and cooperate with
CITY in its management of the Nature Center, and the parties both agree to cooperate with each
other regarding the management of the Nature Center.
§2.3 Use of the Property. CITY grants to CONTRACTOR the use and possession of the
Property during the term of this AGREEMENT for the purposes of managing and operating the Nature
Center, subject to the rights of CITY under this AGREEMENT.
§2.4 CITY’S Right to Inspection. CITY and its representatives have the right at all
reasonable times to enter upon and to examine and inspect the Nature Center for any reason. In the
event of a default, CITY has the right of access to the Nature Center that is reasonably necessary to
cause the proper maintenance of the Nature Center.
ARTICLE 3. TERM
§3.1 Term. The term of this AGREEMENT commences on October 1, 2018 and expires on
September 30, 2019 with two (2) 3 year renewal options unless terminated earlier under one of the
provisions of Article 10 of the AGREEMENT. Nothing in this Article shall be construed as a limitation
on either party’s right to terminate this AGREEMENT in accordance with Section 10.7 hereof. Both
parties shall issue its decision, in writing, to renew the AGREEMENT, with the exception of the initial
two month period, or allow the AGREEMENT to expire a minimum of six (6) months in advance of the
expiration date, to ensure a smooth transition if a change is to occur following the end of the then
current term.
ARTICLE 4. RESPONSIBILITIES OF CONTRACTOR
§4.1 Operation of the Nature Center. In the management, supervision, and operation of
the Nature Center, CONTRACTOR shall:
(a) operate the Nature Center as a municipal Nature Center, open to the general public
without discrimination on any basis prohibited by applicable law, regulation or ordinance,
subject to this AGREEMENT;
(b) operate the Nature Center in a professional, efficient and cost effective manner to
provide top quality programs and services at a standard similar to comparable to Nature
Centers in the North-Central Texas region;
(c) operate the Nature Center in accordance with the CITY’s City of Southlake Values
outlined in Article 18;
9A - 5
Page 3 of 19
(d) adhere to best practice financial management principles, by maintaining timely and
accurate accounting records including monthly financial statements consisting of a balance
sheet and profit and loss statement;
(e) comply with all applicable federal, state and local laws, ordinances, rules, policies,
and regulations;
(f) maintain a minimum of 40 open hours weekly at days and times to be determined by
CONTRACTOR with approval by the CITY ADMINISTRATOR in which the Nature Center
and its building(s) will be staffed, and providing service to the public.
(g) Keep the Nature Center open during the designated days and hours of operation, and
retain employees sufficient and necessary to assure operation of the Nature Center at a
standard comparable to Nature Centers in the North-Central Texas region;
(h) establish, develop and implement ongoing, year-round, successful programs and events
for all ages at a standard comparable to Nature Centers in the North-Central Texas region;
(i) ensure exceptional customer service in the delivery of all aspects of nature center
services provided;
(j) maintain the Nature Center in a condition that is generally accepted in the Nature
Center industry and by the CITY as safe;
(k) maintain all personal property in good working order and replace items when necessary
to operate the Nature Center at the standards set by the CITY.
(l) comply with all applicable government health, safety and environmental regulations;
(m) pay all operating expenses of the Nature Center, except for those expenses which the
CITY agrees herein to pay. CITY shall pay for (i) repairs, janitorial and facilities
maintenance, general grounds keeping services, and (ii) water, trash/recycling, sewer,
electricity, natural gas, and security (alarm monitoring) expenses.
(n) Prohibit sales, possession and consumption of alcohol on the Nature Center premises
during operating hours. After hours must meet requirements as outlined in 5.1(a).
(o) notify CITY when, in the opinion of CONTRACTOR, any part of the Nature Center
maintained by CITY requires maintenance. Notification should be made in writing, to the
CITY ADMINISTRATOR or his/her designee. If however, the parties disagree about the
condition and/or required maintenance of the CITY-maintained facilities, CONTRACTOR
will notify CITY in writing of the reasons behind CONTRACTOR’S request. CITY will
respond to CONTRACTOR in writing within ten (10) business days of receipt of
9A - 6
Page 4 of 19
CONTRACTOR’S written request. CITY’s determination regarding the need for
maintenance will be final.
(p) submit all required reports as specified per Article 8.
§4.2 Rules and Policies. CONTRACTOR agrees not to make any significant physical
improvements without written approval from the CITY ADMINISTRATOR. All proposed
projects/improvements will be considered on a project by project basis and must be consistent with
the overall intended use of the Nature Center as per the current, adopted Bob Jones Nature Center &
Preserve Master Plan. Requests for CITY approval must be made ninety (90) days in advance of the
proposed installation date of any proposed permanent improvement. CITY shall provide a written
response to the request for City approval within thirty (30) days of receiving the request. CITY
ADMINISTRATOR is the point of contact for any desired improvements or modification, and will
determine the appropriate course of action for CITY approval. Any improvements or modifications to
the Nature Center that are of a permanent nature or installed as fixtures to the Nature Center, shall
become the property of the CITY.
§4.3 CONTRACTOR’S Responsibility for Furnishings and Equipment. CONTRACTOR
shall provide all necessary office and needed supplies for the operation of the Nature Center,
including, but not limited to, any additional office furniture and supplies, and other equipment needed
for the operation of the Nature Center comparable to other Nature Centers in the North-Central Texas
region.
CONTRACTOR will be permitted to close or partially close the Nature Center on
designated CITY holidays, designated Nature Center holidays, and for inclement weather (on-going
rain or snow, temperatures below 40 F, or approaching severe weather such as tornadoes) with
appropriate notice given to CITY in a form determined by the CITY ADMINISTRATOR or his/her
designee. CITY reserves the right to close and/or approve the closing of the Nature Center at times
other than as provided in this AGREEMENT.
Nothing herein shall render CONTRACTOR ineligible for Southlake Parks Development
Corporation (SPDC) funding. CONTRACTOR is required to make application for such programming
and any such application will be considered in the same manner as all other applications.
CITY owned property and fixtures located at the Nature Center as of the Beginning Date of
this AGREEMENT will remain at the Nature Center for the use of the CONTRACTOR in the operation
of the Nature Center. However, said property will remain CITY property and shall be returned to the
CITY upon request.
9A - 7
Page 5 of 19
§4.4 Promotion of Nature Center Activities.
(a) CONTRACTOR agrees to use reasonable efforts to conduct a continuous
program of marketing which will include but not be limited to maintaining a website,
advertising, public relations, and promotional activities to assure that the Nature
Center has an appropriate and ongoing visual image and presence in print and
communications media. All marketing shall note that the Nature Center is a CITY
facility.
(b) CONTRACTOR may be required to offer Southlake residents the opportunity to
register early for all Nature Center activities at the discretion of the CITY
ADMINISTRATOR.
(c) CITY will allow CONTRACTOR to periodically submit content for the
Community Services Department monthly email to their subscribed database.
Content must be provided to CITY by the due date set by CITY.
(d) CITY will provide links to the CONTRACTOR website and press releases as
content is approved by the CITY. CONTRACTOR will not determine any CITY
website written or visual content, nor press release content. The CITY will work
with CONTRACTOR to provide reasonable coverage.
(e) CONTRACTOR content requests to be sent out by CITY press release or
placed on CITY calendars must be received by CITY from CONTRACTOR 30 days
prior to event, unless approved by CITY ADMINISTRATOR or his/her designee.
§4.5 Nature Center Personnel.
(a) CONTRACTOR shall recruit, interview, and hire the employees for the Nature
Center, including management and other necessary staff determined by
CONTRACTOR to be necessary for the operation of the Nature Center to the CITY’s
standards. All personnel shall be employees of CONTRACTOR or independent sub-
contractors of CONTRACTOR, and not employees or independent sub-contractors
of CITY.
(b) CONTRACTOR shall ensure that its employees and contractors maintain a
professional appearance and demeanor at all times, and that all employees shall
wear neat appearing uniform shirts, or nametags clearly identifying them as
employees of CONTRACTOR, and ensure 100% of both employee and contract
staff who are employed at the time of the annual training participate in annual
customer service training approved and provided by the CITY.
9A - 8
Page 6 of 19
(c) CONTRACTOR shall establish requirements for employees at least as stringent
as those established by the CITY’S personnel policies with respect to
CONTRACTOR’s employees and contractors assigned to the Nature Center,
including the responsibility to conduct pre-employment and annual criminal
background checks and pre-employment and for-cause drug screenings.
CONTRACTOR shall not assign to the Nature Center, even on a temporary basis,
any person who has not successfully passed or who fails such criminal background
checks or screenings. CONTRACTOR will provide results of such screenings to
CITY. CITY will provide a copy of the CITY’S personnel policies to CONTRACTOR
and arrange for CITY’S Director of Human Resources to meet with and review all
applicable policies with CONTRACTOR upon request of CONTRACTOR. CITY will
also inform CONTRACTOR regarding CITY’S current testing and screening
procedures and vendors.
(d) CONTRACTOR shall immediately notify the CITY ADMINISTRATOR of any
personnel or other issues, identified in current or post-employment, that could impact
the health, safety or welfare of Nature Center patrons, or that could prove to be
detrimental to the public image of the Nature Center and/or the CITY.
§4.6 Operations Review.
(a) Periodically, but not less than quarterly, CONTRACTOR shall meet with CITY
ADMINISTRATOR or his/her designee to review the CONTRACTOR’s
management, promotional activities, programs, finances, and policy
recommendations concerning the Nature Center. At the meeting, CONTRACTOR
will make reports available as may reasonably be required by CITY
ADMINISTRATOR. Each month CONTRACTOR will provide monthly financial
statements including a balance sheet and profit and loss statement, a seasonal
attendance report, a seasonal volunteer tracking report tracking all volunteers and
volunteer hours, and a seasonal program/event participation report as defined by
the CITY ADMINISTRATOR. The CITY ADMINISTRATOR will provide a written list
of topics to be covered and documentation requested to the CONTRACTOR at least
one week prior to each meeting.
§4.7 Performance Measures. CONTRACTOR will be required to meet performance
measures which include:
9A - 9
Page 7 of 19
(a) Customer Satisfaction: The CITY’s Customer Satisfaction Surveys shall be
distributed by the CONTRACTOR to all program participants for continual customer
feedback to the CITY and to entire database on an annual basis. The
CONTRACTOR and the CITY agree that the CONTRACTOR shall maintain a net
promoter score of at least 65 for the CONTRACTOR’S programs and services. The
Net Promoter Score is an index ranging from -100 to 100 that measures the
willingness of customers to recommend a company’s products or services to others.
The Net Promoter Score is calculated as the difference between the percentage of
Promoters and Detractors.
(b) Participation Levels: The CONTRACTOR must maintain successful program
participation levels for both youth and adults. The CITY and CONTRACTOR agree
that participation levels should increase by 3% per year, unless the CONTRACTOR
can demonstrate nature center capacity constraint or some other reasonable issue
that prevented the growth.
(c) Complaints: The CONTRACTOR must respond to all written (complaint form, and
email) inquiries and complaints from users within two (2) business days and produce
a monthly report to the CITY ADMINISTRATOR regarding the complaints and the
CONTRACTOR’S responses. The CITY agrees to also forward any inquiries and
complaints it received to the CONTRACTOR in writing within two (2) business days.
(d) Cleanliness of Facility: The CITY will inspect the Nature Center on a monthly basis.
The CONTRACTOR must maintain an “A” rating for only the areas within their
responsibility, and in their control.
§4.8 Licenses, Bonds and Permits. CONTRACTOR shall obtain all licenses and permits
required by governmental entities for activities conducted at the Nature Center. CONTRACTOR will
provide a copy of all licenses to the CITY ADMINISTRATOR.
§ 4.9 Information Technology.
(a) CONTRACTOR will be responsible for providing its own program registration and
facility rental software to manage all program and event registration and facility
rentals.
(b) CONTRACTOR will be responsible for all technical support for software and
hardware utilized in the management of the Nature Center.
(c) CONTRACTOR will be responsible for maintaining the Internet service necessary for
the operation of the Nature Center.
9A - 10
Page 8 of 19
(d) CONTRACTOR will be responsible for maintaining the phone service necessary for
the operation of the Nature Center.
ARTICLE 5. CITY RIGHTS AND RESPONSIBILITIES
§ 5.1 CITY Responsibilities.
(a) CITY waives no alcohol policy for CONTRACTOR sponsored events along with private facility
rentals outside of normal operating hours. CONTRACTOR agrees to secure required
insurance, security, and abide by TABC rules for the events and notify CITY
ADMINISTRATOR a minimum of fourteen (14) days prior to event.
(b) CITY will provide and determine all signage to be placed on and around the Nature Center and
Preserve with the goal to ensure the consistency of all signage. CONTRACTOR will help CITY
determine signage needs prior to creation of and placement of signage. CITY will provide
CONTRACTOR with sixty (60) day notice before any signs are created or placed to allow for a
period of review and discussion.
(c) CITY will identify and determine standards for all Nature Center park amenities such as
benches, tables, fencing, and other hardscapes with the goal to ensure consistency.
(d) CITY will work to make sure classes and programs offered by CONTRACTOR are not offered
also by the CITY or other entities utilizing a CITY facility. CITY may provide nature oriented
programming at the Nature Center and in other venues throughout the City but will identify
such programming to CONTRACTOR for review and comment ninety (90) days prior the
scheduled class or program date to allow for effective coordination.
(e) CITY shall be responsible for the physical maintenance of, and pay for, all necessary repairs to
the physical conditions of the Nature Center, including but not limited to repairs to all structures
(including repairs to foundations, walls, roofs, etc.), lawns, parking areas, sidewalks, seating,
trails and walkways, landscaping (including landscape lighting), entrance gate and fencing.
CITY shall also be responsible for all general clean-up (including providing interior janitorial
services five days/week, as long as the CITY determines that five days/week remains
necessary), plumbing, electrical, heating, ventilating and air conditioning, and natural gas
systems and fixtures. CONTRACTOR agrees that CONTRACTOR will assist with day-to-day
general clean-up in preparation for and following all classes, programs, events and activities
the CONTRACTOR provides. CITY agrees to maintain the Nature Center in a good and
operational condition in keeping with the CITY’s standards CONTRACTOR shall assist the
CITY by notifying the CITY in writing of any specific needs for repair.
9A - 11
Page 9 of 19
(f) CITY shall install and maintain an automated external defibrillator (AED) at Bob Jones Nature
Center.
§ 5.2 CITY Rights.
(a) CITY may utilize the Nature Center for CITY meetings, events and programs. CITY will
provide CONTRACTOR with sixty (60) day notice of upcoming usage and will work with
CONTRACTOR to avoid scheduling conflicts.
(b) CITY shall prominently display signage, provided by the CITY that highlights the Nature
Center as a CITY facility; provides contact information for Nature Center user
comments, questions and concerns; and advertises the CITY’S ongoing customer
satisfaction feedback program.
(c) CITY shall conduct unscheduled inspections to assess the current conditions of the
facility, grounds and equipment; and to disseminate customer satisfaction comment
cards and/or collect surveys.
(d) CITY may conduct interim surveys as needed to regularly benchmark user satisfaction
on programs, services and facilities.
(e) CITY shall, at all times deemed appropriate by CITY, have the right to require the
CONTRACTOR to forward electronic mail messages to the CONTRACTOR’S customer
database. CITY will provide CONTRACTOR with the content of the electronic mail
message it wishes to send to CONTRACTOR’S customer database no later than five
(5) days prior to the date CITY wishes the electronic mail message to be sent.
CONTRACTOR agrees to forward the electronic mail message on the date requested
by CITY and provide CITY with documentation outlining the number of electronic mail
messages forwarded, the content of the electronic message and date the electronic mail
message was sent.
ARTICLE 6. CONSIDERATION
§6.1 Management Fee Due to CONTRACTOR. As consideration and compensation for the
management, operation and supervision of the Nature Center, CONTRACTOR shall receive an
annual payment in the amount of $100,000 to be dispersed quarterly by November 1, February 1,
May 1, and August 1 of each year. The annual payment amount is subject to the annual City Council
budget authorization.
§6.2 Following an annual review in accordance with Article 8, either party may request a
review and re-consideration of the fees and finance reports required under Article 6 and Article 7 by
9A - 12
Page 10 of 19
sending written notice of such request for renegotiation within 30 days following completion of the
annual review. Any changes to the AGREEMENT regarding the fees and financial reporting resulting
from such renegotiation shall be effective only if approved by both the CONTRACTOR and the
CITY’S Council and agreed in writing by the parties. In the event of such a modification to the fees
and financial reporting, the remaining terms of the contract shall remain unchanged, unless agreed
otherwise by the parties. Such considerations would not result in the CONTRACTOR recovering an
amount less than that sufficient to cover all of the CONTRACTOR’S facility related operating
expenses.
ARTICLE 7. FINANCES
§7.1 Fees and Charges.
(a) Fees to be charged for activities and programs at the Nature Center will be
determined by the CONTRACTOR. CITY and CONTRACTOR agree that fees
should be sufficient to pay operating expenses, but also be competitive with fees
charged at comparable Nature Centers in the North-Central Texas region.
CONTRACTOR shall receive 100% of activities and programs fees.
(b) Facility or grounds usage fees (i.e., admission fees), if used, must be approved by
CITY, and 100% of revenues from usage fees will be retained by CONTRACTOR.
Facility and pavilion rental fees will be retained by CONTRACTOR.
(c) Prices charged for food, beverages, and merchandise shall be determined by
CONTRACTOR. CONTRACTOR shall receive 100% of food, beverage and
merchandise sales.
(d) All patrons of the Nature Center shall be charged according to a published
schedule of fees and charges. Neither CONTRACTOR nor CONTRACTOR’s
employees, agents or sub-contractors shall waive any usage fees without CITY
ADMINISTRATOR approval.
§7.2 Annual Operating Budget.
(a) CONTRACTOR shall submit any proposed budget requests to the CITY
ADMINISTRATOR by April 1 of each year for review of potential impact to the CITY’S
operating budget and capital improvements budget after an annual inspection and review of
facility by both parties.
ARTICLE 8. ACCOUNTING, REPORTS, AND AUDITS
9A - 13
Page 11 of 19
§8.1 Accounting Records. CONTRACTOR shall maintain efficient and accurate accounting
records in accordance with generally accepted accounting principles in the format defined by the
CITY’s Chief Financial Officer.
§8.2 Annual Financial Review. Within 90 days after the close of each fiscal year of the
CITY, CONTRACTOR shall submit to CITY Chief Financial Officer a financial report covering the
previous fiscal year and certified by CONTRACTOR, covering the specific financial condition and
performance of the Nature Center. The financial review must span the fiscal year then ended. CITY
reserves the right to require a full audit, at its expense, certified by a certified public accountant,
should there be reason to believe an audit is warranted. If an audit is required and the audit report
does not contain an "unqualified opinion," CITY may take such steps as it determines are necessary
to obtain an unqualified opinion, and will provide a one week notice of its intent to do so. CITY may
terminate this AGREEMENT if CONTRACTOR fails to provide an unqualified opinion within 120 days
of the end of a fiscal year.
§8.3 CITY’S Right to Inspect and Audit. CITY has the right to inspect the books, records,
invoices, deposits, sales slips, canceled checks, and other financial data or transactions of
CONTRACTOR’s operation of the Nature Center at reasonable times during normal business hours.
CITY also has the right to select an independent accounting firm to inspect or audit the books and
records of the operation of the Nature Center.
§8.4 Location of Records. CONTRACTOR shall store all current fiscal year Nature Center
records at the Nature Center.
§8.5 Fiduciary Relationship. CONTRACTOR has a fiduciary duty to CITY in all of
CONTRACTOR’S financial obligations to CITY in accordance with this AGREEMENT, including, but
not limited to, faithfully accounting, depositing, and reporting all payments hereunder.
ARTICLE 9. INDEMNITY AND INSURANCE
§9.1 Indemnity By CONTRACTOR. CONTRACTOR ASSUMES ALL LIABILITY AND
RESPONSIBILITY FOR AND AGREES TO FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ALL
CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO
ATTORNEY’S FEES, FOR INJURY TO OR DEATH OF A PERSON OR DAMAGE TO PROPERTY,
ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE OPERATION
OF THE NATURE CENTER, AND THE PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THE WORK AND SERVICES DESCRIBED HEREUNDER OR IN ANY
9A - 14
Page 12 of 19
WAY RESULTING FROM OR ARISING OUT OF THE MANAGEMENT, SUPERVISION, AND
OPERATION OF THE NATURE CENTER UNDER THIS AGREEMENT, INCLUDING THE WORK,
SERVICES, OPERATIONS AND LEGAL DUTIES OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, SUBCONTRACTORS, OR LICENSEES, IF ANY, REGARDLESS OF
WHETHER SUCH INJURY, DEATH, OR DAMAGE IS CAUSED IN PART BY THE CITY’S
NEGLIGENCE. NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED AS WAIVING
ANY DEFENSE OF THE PARTIES UNDER TEXAS LAW, INCLUDING THE DEFENSE OF
GOVERNMENTAL IMMUNITY FROM SUIT OR LIABILITY. THE PROVISIONS OF THIS
PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT
INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY
OTHER PERSON OR ENTITY.
§9.2 Insurance.
(a) CONTRACTOR shall obtain public liability insurance of the types and in the amounts set
forth below from an underwriter licensed to do business in the State of Texas.
CONTRACTOR shall furnish to CITY certificates of insurance or copies of the policies,
evidencing the required insurance on or before the beginning date of this AGREEMENT.
CONTRACTOR agrees to submit new certificates or policies to CITY at least 30 days
before the expiration date of the previous certificates or policies. The insurance shall be
the following types in amounts not less than the indicated amounts:
(1) Worker's Compensation and Statutory Employer’s Liability or acceptable alternative.
(2) Comprehensive General (Public) Bodily injury:
Liability (or its equivalent), including $ 500,000 each person
but not limited to the following: $1,000,000 each occurrence
(i) premises/operations and
(ii) independent contractors Property damage:
(iii) personal injury $ 250,000 per occurrence
(iv) products/completed operations or
$1,000,000 combined single
limit for bodily injury
and property damage.
9A - 15
Page 13 of 19
(3) Property insurance for physical Coverage for minimum of
damage to the property of 100% of the fair market value
CONTRACTOR located at the of the property.
N a t u r e C e n t e r .
(4) Automobile liability, including Bodily injury:
coverage for the following: $ 500,000 each person
$1,000,000 each occurrence
(i) owned/leased automobiles and
(ii) non-owned automobiles Property damage:
(iii) hired cars $ 250,000 per occurrence
$1,000,000 combined single
limit for bodily injury and
property damage.
(b) On all insurance required in Subsections (a) and (b), CONTRACTOR shall require that the
insurance provider:
(1) name CITY its officers and employees as an additional insured;
(2) provide a waiver of subrogation in favor of CITY; and
(3) provide that the issuing insurance company provide 30 days’ prior written notice to
CITY of any material change to or cancellation of the insurance.
ARTICLE 10. TERMINATION
§10.1 For Default. CITY may terminate this AGREEMENT in accordance with this article for
a default by CONTRACTOR.
§10.2 What Constitutes a Default.
(1) The following events constitute a default by CONTRACTOR:
(a) a breach of the fiduciary obligations of CONTRACTOR under Sections 6.1, 6.2, 7.1, and
8.5 of this AGREEMENT;
(b) filing by CONTRACTOR of a voluntary petition for protection under federal bankruptcy
laws, or the failure to obtain the dismissal of an involuntary petition under federal
bankruptcy laws within 30 days after filing;
9A - 16
Page 14 of 19
(c) the inability of CONTRACTOR to provide an unqualified opinion in any required annual
audit report in accordance with Article 8;
(d) a failure of CONTRACTOR to perform its duties under this AGREEMENT; or
(e) The commission by CONTRACTOR or any of CONTRACTOR’s employees or
contractors of a felony or crime of moral turpitude if the CITY, in its sole discretion,
reasonably believes that CONTRACTOR or CONTRACTOR’s employee or contractor
committed the act (regardless of whether convicted) and that the act suggests that the
employee constitutes a threat to the users of the Nature Center or the public at large, or
that the act could, on becoming public knowledge, impair the public’s confidence or trust
in the CITY or CONTRACTOR or the personnel at the Nature Center or in the operation
of CITY government in general.
(2) The following events constitute a default by CITY:
(a) A breach of the fiduciary obligations of the CITY under Section 6.1 of this
AGREEMENT.
(b) A failure on the part of the City to maintain the Nature Center in a good and
operational condition, fulfill all of its obligations regarding the physical maintenance
of the Nature Center, and make timely repairs as requested by Contractor in
accordance with 5.1(g) of this AGREEMENT.
(c) A failure of CITY to perform any of its duties under this AGREEMENT.
§10.3 Correction.
(1.) CONTRACTOR shall have 30 days after written notice from CITY specifying the nature
of a default under Section 10.2(1)(e) because of the commission of an offense by an
employee or contractor of CONTRACTOR, to correct the default (including without
limitation, terminating the employment of an employee who causes a default of the
AGREEMENT under Section 10.2(1)(e) by committing a felony or crime of moral turpitude),
provided that this provision shall not apply unless CONTRACTOR shall immediately place
such employee on leave or re-assign such employee to another location. If the default is of
such a nature that it cannot reasonably be corrected within 30 days, the CITY may grant
CONTRACTOR additional time as may be reasonably necessary to correct the default so
long as CONTRACTOR diligently pursues the correction, and takes all reasonable
measures to insure the safety of the public and fulfillment of CONTRACTOR’S other
obligations hereunder.
9A - 17
Page 15 of 19
(2) CITY shall have 30 days after written notice from CONTRACTOR specifying the nature
of a default under Section 10.2(2) to cure the default. If the default is of such a nature that
it cannot reasonably be corrected within 30 days, the CONTRACTOR may grant CITY
additional time as may be reasonably necessary to correct the default so long as CITY
diligently pursues the correction, and takes all reasonable measures to insure the safety of
the public and fulfillment of CITY’S other obligations hereunder.
§10.4 Election to Terminate.
(1) CITY may elect to terminate this AGREEMENT pursuant to this article by giving written
notice of default to CONTRACTOR. If the default is under Section 10.2(1)(a), (b), or (d), or
is under Section 10.2(1)(e) because of the commission of an offense by CONTRACTOR,
this AGREEMENT shall terminate immediately upon delivery of written notice from CITY to
CONTRACTOR of its election to terminate the AGREEMENT. If the default is under
Section 10.2(1)(e) because of the commission of an offense by an employee of
CONTRACTOR, this AGREEMENT shall terminate upon expiration of the correction period
if correction has not been made pursuant to Section 10.3, and CITY delivers to
CONTRACTOR written notice of its election to terminate the AGREEMENT via certified
mail.
(2) CONTRACTOR may elect to terminate this AGREEMENT pursuant to this article by
giving written notice of default to CITY. This AGREEMENT shall terminate upon expiration
of the correction period if correction has not occurred pursuant to Section 10.3 and
CONTRACTOR delivers written notice to City of its election to terminate the AGREEMENT
via certified mail.
§10.5 Remedy for Certain Defaults. If CONTRACTOR defaults under Section 10.2(1)(a),
CONTRACTOR shall pay all amounts due to CITY at the time of its default under the terms of this
AGREEMENT.
§10.6 Lien. CITY has, at all times, a valid security interest to secure payment of all fees and
other sums of money becoming due under this AGREEMENT from CONTRACTOR and to secure
payment of any damages or loss that CITY may suffer by reason of CONTRACTOR’S breaching any
covenant, AGREEMENT, or condition contained in this AGREEMENT. The security interest covers
all goods, wares, equipment, fixtures, furniture, and other personal property of CONTRACTOR that is
now on the Property or placed on the Property at some later date, and all proceeds attributable to
them. This property may not be removed from the premises without CITY’S consent until all
arrearages in fees and all other sums of money then due the CITY under this AGREEMENT have
9A - 18
Page 16 of 19
been paid and discharged, and all the covenants, agreements, and conditions of this lease have been
fully complied with and performed by CONTRACTOR.
If CONTRACTOR is in default, CITY may, in addition to any other remedies provided in this
AGREEMENT or by law, after giving reasonable notice of the intent to take possession and giving an
opportunity for a hearing on the issue, enter on the Property and take possession of any goods,
wares, equipment, fixtures, furniture, and other personal property of CONTRACTOR situated on the
premises, without liability for trespass or conversion, and sell the property at public or private sale,
with or without having the property at the sale, after giving CONTRACTOR reasonable notice of the
time and place of any public sale or of the time after which any private sale is to be made. CITY or its
assigns may buy any items to be sold at such a sale unless they are prohibited from doing so by law.
Unless otherwise provided by law, and without excluding any other manner of giving CONTRACTOR
reasonable notice, the reasonable notice requirement is met if notice is given at least ten (10) days
before the time of sale. The proceeds from any such disposition, less any expenses connected with
taking possession, holding, and selling the property (including reasonable attorney's fees and other
expenses), will be applied as a credit against the indebtedness secured by the security interest
granted in this section. Any surplus will be paid to CONTRACTOR or as otherwise required by law,
and CONTRACTOR will pay any deficiencies immediately. When City requests, CONTRACTOR will
execute and deliver to CITY a financing statement in sufficient form to protect CITYs security interest
in the property and proceeds under the provisions of the Business and Commerce Code in force in
Texas.
§10.7 Other Termination. Regardless of the other provisions of this AGREEMENT, either
party may terminate this AGREEMENT upon a minimum of ninety (90) days written notice to the other
party. The CITY Council shall approve CITY’S termination of the AGREEMENT pursuant to this
section.
§10.8 In the event of termination by either party, the payment from the City required in this
AGREEMENT will be prorated to the date of termination, and CONTRACTOR shall return the un-
accrued balance to the City within 10 days of the date of termination.
ARTICLE 11. ASSIGNMENT AND DELEGATION
Neither party shall assign or delegate this AGREEMENT without the prior written consent of the
other party.
ARTICLE 12. NOTICES
All notices to the parties shall be in writing and shall be sent by certified mail, return receipt
requested, to the addressees and addresses specified below:
9A - 19
Page 17 of 19
All notices to CONTRACTOR shall be sent to:
President of the Board of Directors
c/o Bob Jones Nature Center Organization
355 E. Bob Jones Rd.
Southlake, Texas 76092
All notices to CITY shall be sent to:
Director of Community Services
City of Southlake
1400 Main Street, Suite 210
Southlake, Texas 76092
ARTICLE 13. MISCELLANEOUS
§13.1 Non-Waiver. This AGREEMENT shall not be construed against the drafting party.
§13.2 No Waiver. No waiver of any breach of any term or condition of this AGREEMENT
shall be construed to waive any subsequent breach of the same or any other term or condition of this
AGREEMENT.
ARTICLE 14. SEVERABILITY
If any provision of this AGREEMENT is held to be invalid or unenforceable as applied in a
particular case for any reason, those circumstances shall not have the effect of rendering the
provision invalid or unenforceable in any other case. The invalidity of one or more phrases,
sentences, clauses, or sections in this AGREEMENT shall not affect the remaining portions of the
AGREEMENT.
ARTICLE 15. GOVERNING LAW
This AGREEMENT shall be governed by and construed under the laws of the State of Texas,
and venue in any proceeding relating to this AGREEMENT shall be in Tarrant County, Texas.
ARTICLE 16. ENTIRE AGREEMENT
This AGREEMENT constitutes the entire AGREEMENT between the parties and neither of the
parties shall be bound by any promises, representations or agreements except as expressly set forth
in this AGREEMENT.
9A - 20
Page 18 of 19
ARTICLE 17. BINDING CLAUSE
This AGREEMENT shall be binding upon the parties, their heirs, executors, administrators,
devisees, legatees, trustees, successors, and assigns.
ARTICLE 18. CITY OF SOUTHLAKE VALUES
The City of Southlake has adopted values that are the fundamental principles that guide how
members, officials, staff, and employees of the CITY conduct themselves in pursuit of the mission
and vision. All business conducted with the CITY shall adhere to the CITY’S organizational values as
described below:
Integrity: Being worthy of the public's trust in all things.
We deal honestly and respectfully with each other and the public at all times.
Innovation: Valuing progressive thinking, creativity, flexibility and adaptability in service
delivery.
Accountability: Taking personal responsibility for our actions or inaction while putting the
interests of the taxpayer first
Commitment to Excellence: Behaving responsively in our delivery of service to the public.
Our work is characterized by its quality and by the diligence with which it is carried out. We
proactively seek to solve problems in advance.
Teamwork: Recognizing the importance of working together to meet our citizen's needs,
communicating clearly, sharing resources and information freely.
The values set forth in Article 18 are goals to which CITY officials, staff and employees are expected
to adhere to in activities concerning this AGREEMENT. While perceived failure to adhere to, comply
with, or take action consistent with these values should be reported to an appropriate CITY official,
staff member, or employee, such action or failure to act shall not be considered a breach of this
AGREEMENT.
EXECUTED this day of , 2018
CITY OF SOUTHLAKE, TEXAS
B y :
M a y o r
ATTEST:
_____________________________
Carol Borges, TRMC, City Secretary
9A - 21
Page 19 of 19
CONTRACTOR
B y :
Bob Jones Nature Center Organization
President
APPROVED AS TO FORM AND LEGALITY:
City Attorney
9A - 22
9A - 23
9A - 24