Indemnification language still be be added to contract
Laura Matthews’ company, Copper Ridge Farm, LLC, is now the subcontracted manager of the conference center venue space at Boulders Conference Center in Denison.
The 21-month-long agreement became effective after the Denison City Council’s action on a contract on Tuesday evening.
One detail of the contract still has to be worked out. Matthews’ attorney wants to added indemnification (hold harmless) language.
The scaling (dimensions) of the conference center space and an inventory also has to be added to the documents.
For being the subcontracted manager of the conference center space, Matthews’ company will receive $11,250 a month. The first payment won’t be delivered until the contract is finalized.
Councilman Corey Curnyn said in an early Bulletin and Review story that the monthly amount paid to Matthews would be comparable to what the city spent the last fiscal year and the fiscal year two years previous to that.
Because Matthews will be a subcontractor, she and her staff will not be city employees and will not receive city benefits.
Matt Brick, the city’s attorney said via telephone conference on Tuesday that Matthews’ attorney didn’t specify what type of indemnification language they wanted.
“There is still going to be a little bit of back and forth with their attorney to get them to tell us exactly what they want,” said Brick. “I don’t think it’s a deal breaker in any way, shape or form. Most of these have indemnification language. I’ve proposed a couple of provisions to them and am just waiting to get something back.”
Concerning the approval of the contract language contingent upon the indemnification language, Brick said, “In similar situations like this, where we’re going fairly fast, we get these final terms approved and signed by the other side, and then we put it on the consent agenda and identify for you what’s different, and if you have any issues, we pull it off consent (agenda). Otherwise, you guys just approve it with the other items on the consent agenda.”
Brick was also asked if Matthews could start acting as the manager as of Tuesday evening or if the city had to wait until the final approval.
“The lawyer answer is I always like to wait for the contract to be approved by both sides before you start taking action. That being said, I have two clients right now who are in similar situations and they’ve gone ahead as though the contract is in place, even though it’s not quite in place,” he said.
The council passed the motion to approve the contract subject to the city attorney making the changes the council authorized, with payment commencing upon the completion of contract details.
Matthews also owns and operates Stables at Copper Ridge, an event venue located along Ridge Road just east of the city limits.
The concept of contracting out the management of Boulders Conference Center, and even leasing or selling the facility, is not new to the city. Primary reasons the city has wanted to do this are the cost of operating the conference center and the opinion that the city should not be in competition with services that can be provided by the private sector.
Efforts to subcontract the management or lease the conference center were put on a faster track when Catherine Lechtenberg announced in July that she was resigning as the manager of Boulders Conference Center.
Lechtenberg has been the only full-time, permanent manager since the conference center opened in July 2006.
Her last day at work will be September 29. Until then, Matthews will have her employees work with Lechtenberg.
Matthews’ contract with the city covers only the event venue areas of Boulders Conference Center. She will not be responsible for the areas of Boulders that are leased to the Majestic Hills Golf Course, and as such, will not be the facility manager, which is what Lechtenberg had been.
Rollie Wiebers with the golf course board was at Tuesday’s meeting and asked if anything in the contract with Matthews would affect the golf course’s responsibilities. Curnyn told him that it would mean the golf course would pay its lease and its garbage collection fees directly to city hall. In the past, Lechtenberg had collected those on behalf of the city.
Wiebers was also told that the management agreement would not affect the golf course’s liquor license. Matthews has her own liquor license for Stables at Copper Ridge but will not be using that at Boulders. When there is an event in the conference center venue that calls for the serving of alcohol, the golf course board uses its liquor license and is to supply the bartenders and the beverages. The city receives 9.99 percent of the alcohol sales revenues.
Curnyn did note that at the end of the 21-month contract with Matthews (on June 30, 2022), she would have the option to continue on as the subcontracted manager or to lease the facility. If she chooses to lease the facility, it would change the responsibilities of the golf course.
Among the portions of the contract discussed by the council on Tuesday was language that allows Stables at Copper Ridge to continue to operate its competitive event business and to protect against the possibility that prospective clients or businesses could be diverted away from Boulders Conference Center to Copper Ridge after the funds, resources or efforts of Boulders Conference Center were expended to solicit those customers or businesses.
The language, however, does allow Stables at Copper Ridge to direct prospective businesses and customers to its competitive business in the event that customers desire a specific date for an event which is not available at Boulders Conference Center.