HomeMy WebLinkAbout12134RESOLUTION NO. 12134
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY
OF PUEBLO, A MUNICIPAL CORPORATION, AND THE PUEBLO
ZOOLOGICAL SOCIETY FOR CONSTRUCTION OF A BLACK
RHINOCEROS EXHIBIT, SIMULATED AFRICAN VILLAGE WITH
PUBLIC RESTROOMS, FOOD CONCESSION, PICNIC AREAS, SITE
WORK, AND A WILDLIFE LEARNING CENTER, AND AUTHORIZING
THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Agreement between Pueblo, a Municipal Corporation, and the Pueblo
Zoological Society for construction of a black rhinoceros exhibit simulated African
Village with public restrooms, food concession, picnic areas, site work, and a wildlife
learning center, a true copy of which is attached hereto, having been approved as to
form by the City Attorney, is hereby approved.
SECTION 2.
The President of City Council is authorized and directed to sign the Agreement in
the name and on behalf of the City, and the City Clerk shall attest the same.
INTRODUCED: May 9, 2011
BY: Leroy Garcia
COUNCILPERSON
Background Paper for Proposed
RESOLUTION
DATE: May 9, 2011AGENDA ITEM # M-1
DEPARTMENT:
Finance Department, Sam Azad, Director
Law Department, Thomas J. Florczak, City Attorney
TITLE
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO,
A MUNICIPAL CORPORATION, AND THE PUEBLO ZOOLOGICAL SOCIETY FOR
CONSTRUCTION OF A BLACK RHINOCEROS EXHIBIT, SIMULATED AFRICAN
VILLAGE WITH PUBLIC RESTROOMS, FOOD CONCESSION, PICNIC AREAS, SITE
WORK, AND A WILDLIFE LEARNING CENTER, AND AUTHORIZING THE
PRESIDENT OF CITY COUNCIL TO EXECUTE SAME
ISSUE
Should City Council approve an Agreement with the Pueblo Zoological Society for the
construction of a Black Rhinoceros Exhibit at the Pueblo Zoo?
RECOMMENDATION
Approve the Resolution.
BACKGROUND
The Pueblo Zoological Society plans to construct a black rhinoceros exhibit, simulated
African village with public restrooms, food concession, picnic areas, site work, and a
wildlife learning center with $350,000 in funds contributed by the City.
FINANCIAL IMPACT
The funding is available in Project CP1023.
AGREEMENT
AN AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE PUEBLO
ZOOLOGICAL SOCIETY FOR CONSTRUCTION OF A BLACK RHINOCEROS
EXHIBIT, SIMULATED AFRICAN VILLAGE WITH PUBLIC RESTROOMS,
FOOD CONCESSION, PICNIC AREAS, SITE WORK, AND A WILDLIFE
LEARNING CENTER
This Agreement ( "Agreement ") is between the City of Pueblo, a Municipal
Corporation ( "City ") and the Pueblo Zoological Society, a Colorado nonprofit corporation
( "PZS ")
REC ITALS
WHEREAS, PZS is willing to raise and commit funds to design and construct a
black rhinoceros exhibit, simulated African village with public restrooms, food
concession, site work, and picnic areas and a wildlife learning center (Projects ") at the
City owned Pueblo Zoo, which PZS operates under a management agreement with the
City
WHEREAS, City is willing to contribute funds in the amount of $350,000 to aid in
the design and construction of the Projects through its procurement and contracting
procedures, independent of any City contracting
NOW THEREFORE, in consideration of the foregoing and mutual covenants
contained herein, City and PZS agree as follows
TERMS AND CONDITIONS
SECTION 1 PZS REPRESENTATIONS PZS warrants and represents that.
1 1 PZS is duly organized and validly exists in good standing under the laws
of the State of Colorado, has all necessary power and authority to enter and perform the
covenants and agreements on its part to be performed under this Agreement, and by
proper action has duly authorized the execution and performance of this Agreement
1 2 PZS has set a fund - raising goal of $2,500,000 for the design and
construction of the Projects
SECTION 2 GENERAL
21 PZS will cause the design and construction of the Projects to be
completed in accordance with plans and specifications approved through the permitting
processes of the Pueblo Planning and Zoning Department and Pueblo Regional
Building and appropriate Federal, State and local regulatory agencies
2 2 This Agreement is subject to every term and condition contained in the
Zoo Management Agreement between the parties, originally effective October 22, 1990,
and extended on July 14, 2003 (approved by City Resolution #9898), the terms and
conditions of which are incorporated as a part of this Agreement. In the event that a
term or condition of the Management Agreement directly and irreconcilably conflicts with
an express term of this Agreement, this Agreement shall control
SECTION 3 CONTRACTS FOR DESIGN AND CONSTRUCTION, PAYMENTS
3 1 City will not enter into contracts for the design and construction of the
Projects and City will not become obligated to make payments under any such contracts
( "Contract Payments ") PZS shall be the only party obligated under any design or
construction contracts for the projects Only PZS Funds will be used to pay obligations
under the construction contracts
3 2 The City shall contribute Three Hundred Fifty Thousand ($350,000)
toward the design and construction of the Projects These funds shall be held by the
City in a special account solely for this purpose As PZS incurs costs for the Projects,
PZS shalt submit quarterly requests for payment to the City along with invoices and
other documentation of the costs incurred Provided that the requests for payment are
reasonable, well documented, and relate solely to the Projects, which the City shall
determine in its sole and absolute discretion, City shall disburse the requested funds
directly to PZS, which shall then become PZS funds PZS shall use these funds and all
other PZS funds solely for the purpose of paying the costs associated with the Projects
3 3 PZS shall pay and disburse PZS funds for contract payments solely to
such persons or entities as needed to complete the Projects
SECTION 4 MISCELLANEOUS.
4 1 Relationship Nothing in this Agreement is intended to, or shall be
deemed to constitute, a partnership or joint venture between the Parties, or to create
any agency or partner relationship between the Parties Neither Party shall hold itself
out as a partner joint venture, agent, or representative of the other under this
Agreement.
4 2 Additional Documents or Action The Parties agree to execute any
additional documents or take any additional action that may be necessary to carry out
this Agreement.
4 3 Assignment. This Agreement shall not be assigned by PZS without the
prior written consent of the City, which consent may be granted, denied, or conditioned
in City's sole and absolute discretion
4 4 Force Majeure. Any delays in or failure of performance by any party of its
obligations under this Agreement shall be excused if such delays or failure are a result
of acts of God, fires, floods, storms, lightning strikes, labor strikes, labor disputes,
accidents, regulations or orders of civil or military authorities, shortages of labor or
materials, or other causes, similar or dissimilar, which are beyond the control of such
party
4 5 Binding Effect. This Agreement shall inure to the benefit of, and be
binding upon, the Parties, their respective legal representatives, successors, and
assigns, provided, however, that nothing in this paragraph shall be construed to permit
the assignment of this Agreement except as otherwise expressly authorized herein
4 6 Section Captions. The captions of the Sections in this Agreement are set
forth only for the convenience and reference of the Parties and are not intended in any
way to define, limit or describe the scope or intent of this Agreement.
4 7 Integration, Severability, Amendment, and Counterparts This Agreement
represents the entire agreement between the Parties and supersedes all prior
discussions and written agreements or understandings This Agreement may be
amended only by an instrument in writing signed by the Parties If any provision of this
Agreement is held invalid or unenforceable, no other provision shall be affected by such
holding, and all of the remaining provisions of this Agreement shall continue in full force
and effect. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together constitute one and the same
agreement.
4 8 No Third Party Beneficiaries, No Waiver of Immunities. Nothing in this
Agreement is intended, nor should it be construed, to create any rights, claims, or
benefits or assume any liability for or on behalf of any third party, or to waive any
immunities or limitations conferred under federal or state law, including but not limited to
the Colorado Governmental Immunity Act, § 24 -10 -101 et seq , C R S
4 9 Waiver of Breach A waiver by any party to this Agreement of the breach of
any term or provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach by either party
4 10 Governing Law and Venue This Agreement shall be governed by the
laws of the State of Colorado Venue for any action arising under this Agreement or for
the enforcement of this Agreement shall be in a state court with jurisdiction located in
Pueblo County, Colorado
4 11 Authority of Signers Each person signing this Agreement on behalf of a
party represents and warrants that he or she has the requisite power and authority to
enter into, execute, and deliver this Agreement on behalf of such party and that this
Agreement is a valid and legally binding obligation of such party enforceable against It
in accordance with its terms
412 Attorney's Fees and Costs of Collection In the event that it becomes
necessary for the City to bring any action or proceeding to enforce any provision of this
Agreement, to recover damages for PZS's breach of this Agreement, or to seek specific
performance, the City shall be entitled to collect its reasonable attorneys fees, costs of
suit, and costs of collection as part of the judgment in such action or proceeding,
including but not limited to costs of in -house counsel and legal staff
Executed this day of `N , 2011
CITY OF PUEBLO,
A MUNICIPAL CORPORATION
iQ
By
President f th City Council
ATTEST
City Clerk
Approved to as form
City Attorerey
PUEBLO ZOOLOGICAL SOCIETY,
A COLORADO NON - PROFIT CORPORATION
By
Board Presiden
ATTES •/i t g akc:ALk.
Executiv