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HomeMy WebLinkAbout08646ORDINANCE NO. 8646 AN ORDINANCE APPROVING MEMORANDA OF UNDERSTANDING BETWEEN THE COUNTY OF PUEBLO, THE CITY OF PUEBLO AND THE PUEBLO ZOOLOGICAL SOCIETY, PUEBLO ANIMAL SERVICES, THE HISTORIC ARKANSAS RIVERWALK OF PUEBLO AUTHORITY, THE COLORADO STATE FAIR FOUNDATION, THE NATURE & RAPTOR CENTER OF PUEBLO, AND THE SANGRE DE CRISTO ARTS AND CONFERENCE CENTER REGARDING THE BALLOT ISSUE FOR THE NOVEMBER 2013 GENERAL ELECTION PROPOSING AN INCREASE TO THE EXISTING COUNTYWIDE SALES TAX AND USE TAX RATE TO DIRECTLY FUND IMPROVEMENTS TO THE PUEBLO COMMUNITY WHEREAS, the Pueblo County Board of County Commissioners approved Resolution No. 13-185 certifying ballot issue 1A for the November 2013 General Election for the purpose of proposing an increase to the existing countywide Sales Tax and Use Tax rate to directly fund improvements to the Pueblo Community; and WHEREAS, City Council believes that it is in the best interest of the Pueblo Community, the County and City, and the entities that will receive funding from the passage of ballot issue 1A to document the mutual commitments of the County, the City and the various entities to the funding arrangements and benefits to the Pueblo Community that will result from voter approval of ballot issue 1A; and WHEREAS, City Council desires to enter into Memoranda of Understanding (“MOU’s”) which spell out the agreed upon duties and responsibilities consistent with Resolution No. 13-185 of the County of Pueblo (“County”), the City of Pueblo (“City”) and The Pueblo Zoological Society, Pueblo Animal Services, The Historic Arkansas Riverwalk of Pueblo Authority, The Colorado State Fair Foundation, The Nature & Raptor Center of Pueblo, and the Sangre de Cristo Arts and Conference Center regarding the ballot issue to be placed before Pueblo County voters as part of the November 5, 2013 coordinated election seeking an increase in the Pueblo County sales and use tax to fund the six (6) entities. BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The six (6) separate Memoranda of Understanding between the County of Pueblo, Colorado and the City of Pueblo, Colorado and the following entities: The Pueblo Zoological Society; Pueblo Animal Services; The Historic Arkansas Riverwalk of Pueblo Authority; The Colorado State Fair Foundation; The Nature & Raptor Center of Pueblo; and the Sangre de Cristo Arts and Conference Center, which are attached hereto and incorporated into this Ordinance by reference, having been approved as to form by the City Attorney, are hereby approved. SECTION 2. The President of the City Council is hereby authorized to execute and deliver the MOU’s in the name of the City and the City Clerk is directed to attest same and affix the Seal of the City thereto. SECTION 3. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Ordinance and the attached MOU’s to effectuate the transactions described therein. SECTION 4. This Ordinance shall become effective immediately upon final passage and approval. INTRODUCED: October 15, 2013 BY: Sandy Daff PASSED AND APPROVED: October 28, 2013 Background Paper for Proposed ORDINANCE DATE: October 15, 2013 AGENDA ITEM # R-2 DEPARTMENT: LAW DEPARTMENT DANIEL C. KOGOVSEK, CITY ATTORNEY TITLE AN ORDINANCE APPROVING MEMORANDA OF UNDERSTANDING BETWEEN THE COUNTY OF PUEBLO, THE CITY OF PUEBLO AND THE PUEBLO ZOOLOGICAL SOCIETY, PUEBLO ANIMAL SERVICES, THE HISTORIC ARKANSAS RIVERWALK OF PUEBLO AUTHORITY, THE COLORADO STATE FAIR FOUNDATION, THE NATURE & RAPTOR CENTER OF PUEBLO, AND THE SANGRE DE CRISTO ARTS AND CONFERENCE CENTER REGARDING THE BALLOT ISSUE FOR THE NOVEMBER 2013 GENERAL ELECTION PROPOSING AN INCREASE TO THE EXISTING COUNTYWIDE SALES TAX AND USE TAX RATE TO DIRECTLY FUND IMPROVEMENTS TO THE PUEBLO COMMUNITY ISSUE Should City Council approve Memoranda of Understanding (“MOU’s”) with the County of Pueblo and the six (6) entities which will receive financial assistance from Pueblo County should County Ballot Issue 1A be adopted? RECOMMENDATION Approve the Ordinance. BACKGROUND The Pueblo County Board of County Commissioners approved Resolution No. 13-185 certifying ballot issue 1A for the November 2013 General Election for the purpose of proposing an increase to the existing countywide Sales Tax and Use Tax rate to directly fund improvements to the Pueblo Community. The MOU’s spell out the agreed upon duties and responsibilities of the County, City and the six (6) entities which will receive funding should County Ballot Issue 1A be adopted by the voters on November 5, 2013. FINANCIAL IMPACT . None. The MOU’s do not place any financial obligation on the City MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF PUEBLO, COLORADO, THE CITY OF PUEBLO, COLORADO AND THE HISTORIC ARKANSAS RIVERWALK OF PUEBLO AUTHORITY This agreement is entered into on the 25th day of September, 2013 between The Historic Arkansas Riverwalk of Pueblo Authority, the County of Pueblo, Colorado and the City of Pueblo, Colorado, (hereinafter the Parties). It is entered into for the purpose of setting forth the agreement of the Parties with respect to the rights and responsibilities of each of them with respect to a ballot measure to be submitted to the registered electors in Pueblo County. The rights and responsibilities become effective on the successful passage of the ballot measure described below and this agreement is null and void, and of no effect if the ballot measure is not submitted to, or is not approved by the registered electors in Pueblo County on November 5, 2013. I. Description of Partner Agency. The Historic Arkansas Riverwalk of Pueblo Authority ( "HARP ") is a governmental entity formed pursuant to Article XIV, Section 18(2)(a) and (b) of the Colorado Constitution and Section 29 -1 -201, C.R.S for the purpose of promoting, managing, supervising, operating, developing and maintaining a Riverwalk attraction in Pueblo that is accessible to the public free of charge. The Historic Arkansas Riverwalk of Pueblo (the "RIVERWALK ") serves the community by transforming a blighted segment of downtown Pueblo into an attractive area for the benefit of the citizens of Pueblo, new businesses, tourism, and recreation. II. History of collaborative relationship. HARP has served the Pueblo Community from its creation in 1997. HARP receives funding for the operation and maintenance of the RIVERWALK from the City of Pueblo, the County of Pueblo, the Pueblo Conservancy District, and the Pueblo Urban Renewal Authority. In 2012, HARP received $200,000 from Pueblo County and $241,600 from the City of Pueblo. The combined support for HARP by both entities in 2012 was $441,600. III. Purpose of Memorandum of Understanding. This Memorandum of Understanding (MOU) spells out the agreed upon duties and responsibilities of the City of Pueblo ( "City "), the County of Pueblo ( "County ") and HARP, regarding a ballot issue to be placed before Pueblo County voters as part of the November 5, 2013 election seeking an increase in the Pueblo County sales tax to fund six (6) entities, which operate public facilities, including the RIVERWALK. IV. Statement of mutual interests and benefits. It is in the mutual interest of all signatories to this MOU that an adequate and constant source of funding for HARP be established so that HARP may continue to serve our community, expand and improve services and so that the relevant government entities may know that a devoted source of tax revenue exists reflecting voter approval of the continuing existence of HARP. V. Roles and Responsibilities of Partners. A. Roles /Responsibilities of City and County: The County of Pueblo will take action to place on the November 5, 2013 ballot a measure, "Improving Our Community" which, if passed, will increase the sales and use tax in both the city and county by one -half (.5) of one percent. The tax will be imposed for a period of five (5) years, commencing January 1, 2014 and the measure will sunset on December 31, 2018. Of the revenue to be generated by the one -half percent sales tax increase, Pueblo County agrees to distribute eighteen (18) percent to HARP. The funds will be distributed to HARP by the Pueblo County Treasurer on a monthly basis, not later than three (3) days following their receipt. If the "Improving Our Community" measure passes, the City and County will no longer financially support HARP as set forth in the Amended and Restated Historic Arkansas Riverwalk of Pueblo 2 Authority Intergovernmental Agreement dated May 19, 2008 (the IGA), or in any other manner for the five (5) year period commencing January 1, 2014 and through December 31, 2018. The City and County acknowledge and agree that this MOU modifies the budget procedures as set forth in Article IV Budget of the IGA as more fully referenced in Part VII, Section 14, below. The City and County will conduct annual financial and performance examinations of HARP either through Community Services Advisory Commission (CSAC) or through some other mutually agreed upon entity. The City and County and HARP agree that if HARP fails two (2) annual examinations during the period this tax is in place, they will be removed as a recipient from the ballot issue when it is returned to the voters for renewal. B. Roles/Responsibilities of HARP: HARP agrees that ninety (90) percent of any money generated by the passage of the ballot measure over and above $441,600 annually must be spent on new capital construction, new initiatives, new equipment, replacement of worn or failed equipment, expanded hours of operation or new programs and shall not be used on salary increases or operating expenses beyond those associated with such new programs, new or expanded facilities or expanded hours. HARP shall provide to City and County a written annual report and describe and explain the written report during separate work sessions with the City Council and with the Board of County Commissioners. HARP agrees that in return for being funded through the "Improving our Community" ballot initiative, HARP will cease to be eligible for funding through CSAC upon the effective day of the "Improving our Community" ballot initiative, should the measure pass. 3 HARP agrees that the funds generated by the "Improving Our Community" measure are for the operation and improvement of the RIVERWALK and if HARP ceases to operate or otherwise ceases to exist, the funds from HARP's portion of the "Improving Our Community" measure will be distributed as provided in Section 9.7 of the IGA. VI. Duration of MOU. This MOU will remain in effect for the effective duration of the ballot measure and will cease to be in effect when the tax measure sunsets on December 31, 2018. VII. Miscellaneous Provisions. 1.0 APPROPRIATION OF FUNDS. This Agreement is expressly made subject to the annual appropriation of funds by County for its continuance and upon failure of County to appropriate funds for this Agreement, said Agreement shall be terminated without liability to either party. 2.0 ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute such additional documents or take additional actions as may be reasonably required to carry out this Agreement. 3.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties with respect to the tax measure and there are no oral or collateral agreements or understandings with respect to the tax measure. This Agreement may be amended only by an instrument in writing signed by the Parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision hereof shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 4.0 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 any Party. 4 5.0 GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the District Court in Pueblo County, Colorado. 6.0 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 7.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 8.0 NO THIRD -PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 9.0 NO PRESUMPTION. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. 10.0 SEVERABILITY. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 11.0 EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until the Parties have each executed and delivered to the other this Agreement. 12.0 DAYS. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for 5 the regular transactions of business, or a legal holiday pursuant to Section C.R.S. § 24- 11- 101(1), such day shall be extended until the next day on which such banks and state offices are open for the transaction of business. 13.0 GOOD FAITH OF PARTIES. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 14.0 PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and no Party shall be deemed to be partners or joint venturers, and no Party shall be responsible for any debt or liability of the other Party. 15.0 Nothing in this Memorandum of Understanding between the County of Pueblo, Colorado, The City of Pueblo, Colorado and HARP shall be construed or interpreted as amending or modifying the IGA, except as this MOU modifies the provisions of Article IV, sections 4.1 through 4.7 of the IGA. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first written above. ATTEST: PUEBLO • NTY, OLORAt O By "% . By Clerk to the oard Chairman, Board of County Commissioners Date: -as , ) 6 ATTEST: CITY OF PUEBLO, A MUNICIPAL CORPORATION By: B , le President o City Council Date: (D- 2$- /3 ATTEST: THE HISTORIC ARKANSAS RIVERWALK OF PUEBLO AUTHORITY B B y y Title: V Date: /o • 3i • /3 7 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF PUEBLO, COLORADO, THE CITY OF PUEBLO, COLORADO AND THE COLORADO STATE FAIR AUTHORITY This agreement is entered into on the 25th day of September, 2013 between The Colorado State Fair Authority, the County of Pueblo, Colorado and the City of Pueblo, Colorado, (hereinafter the Parties). It is entered into for the purpose of setting forth the agreement of the Parties with respect to the rights and responsibilities of each of them with respect to a ballot measure to be submitted to the registered electors in Pueblo County. The rights and responsibilities become effective on the successful passage of the ballot measure described below and this agreement is null and void, and of no effect if the ballot measure is not submitted to, or is not approved by the registered electors in Pueblo County on November 5, 2013. I. Description of Partner Agency. The Colorado State Fair has been a major part of Colorado history since 1872. It has undergone a number of organizational changes over the years, and in 1983 the General Assembly created the Colorado State Fair Authority ( "CSFA ") as a separate political subdivision of the State. The Authority operates on approximately 80 acres of land which is owned by the State. The State Fair held on the State Fairgrounds is host to one of the largest professional rodeos in the country. Horse shows, parades, concerts, art exhibits, a carnival and other amusements are features of the State Fair. Additionally, the fairgrounds are used throughout the year for countless celebrity concerts, special events and community celebrations. II. History of collaborative relationship. CSFA has received funding from both the City of Pueblo and the County of Pueblo for many years. In 2012, CSFA received $175,000 from Pueblo County and $265,000 from the City of Pueblo. The combined support for CSFA by both entities in 2012 was $440,000. III. Purpose of Memorandum of Understanding. This Memorandum of Understanding (MOU) spells out the agreed upon duties and responsibilities of the City of Pueblo ( "City "), the County of Pueblo ( "County ") and CSFA, regarding a ballot issue to be placed before Pueblo County voters as part of the November 5, 2013 election seeking an increase in the Pueblo County sales tax to fund six (6) entities, which operate public facilities, including CSFA. IV. Statement of mutual interests and benefits. It is in the mutual interest of all signatories to this MOU that an adequate and constant source of funding for CSFA be established so that CSFA may continue to serve our community, expand and improve services and so that the relevant government entities may know that a devoted source of tax revenue exists reflecting voter approval of the continuing existence of CSFA. V. Roles and Responsibilities of Partners. A. Roles/Responsibilities of City and County: The County of Pueblo will take action to place on the November 5, 2013 ballot a measure, "Improving Our Community" which, if passed, will increase the sales and use tax countywide by one -half (.5) of one percent. The tax will be imposed for a period of five (5) years, commencing January 1, 2014 and the measure will sunset on December 31, 2018. Of the revenue to be generated by the one -half percent sales tax increase, Pueblo County agrees to distribute eighteen (18) percent to CSFA. The funds will be distributed to CSFA by the Pueblo County Treasurer on a monthly basis, not later than three (3) days following their receipt. If the "Improving Our Community" measure passes, the City and County will no longer financially support CSFA in any other manner. 2 The City and County will conduct annual financial and performance examinations of CFSA either through Community Services Advisory Commission (CSAC) or through some other mutually agreed upon entity. The City and County and CSFA agree that if CSFA fails two (2) annual examinations during the period this tax is in place, they will be removed as a recipient from the ballot issue when it is returned to the voters for renewal. B. Roles/Responsibilities of CSFA: CSFA agrees that ninety (90) percent of any money generated by the passage of the ballot measure over and above $440,000 annually must be spent on new capital construction, new initiatives and new programs and shall not be used on salary increases or operating expenses generated by current levels of operations. CSFA shall provide to City and County a written annual report and describe and explain the written report during separate work sessions with the City Council and with the Board of County Commissioners. CSFA agrees that in return for being funded through the "Improving our Community" ballot initiative, CSFA will cease to be eligible for funding through CSAC upon the effective day of the "Improving our Community" ballot initiative (should the measure pass). CSFA agrees that the funds generated by the "Improving Our Community" measure are for the operation and improvement of CSFA and if ceases to operate CSFA or otherwise ceases to exist, the funds from CSFA's portion of the "Improving Our Community" measure will be distributed to the successor entity that operates or provides a similar service. If a successor entity does not exist, CSFA's portion of the tax measure will be held by the City and County to be spent for the operation of CSFA. 3 VI. Duration of MOU. This MOU will remain in effect for the effective duration of the ballot measure and will cease to be in effect when the tax measure sunsets on December 31, 2018. VII. Miscellaneous Provisions. 1.0 APPROPRIATION OF FUNDS. This Agreement is expressly made subject to the annual appropriation of funds by County for its continuance and upon failure of County to appropriate funds for this Agreement, said Agreement shall be terminated without liability to either party. 2.0 ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute such additional documents or take additional actions as may be reasonably required to carry out this Agreement. 3.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties with respect to the subject matter and there are no oral or collateral agreements or understandings with respect to the subject matter. This Agreement may be amended only by an instrument in writing signed by the Parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision hereof shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 4.0 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 any Party. 5.0 GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the District Court in Pueblo County, Colorado. 6.0 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 4 7.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 8.0 NO THIRD -PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 9.0 NO PRESUMPTION. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. 10.0 SEVERABILITY. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 11.0 EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until the Parties have each executed and delivered to the other this Agreement. 12.0 DAYS. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to Section C.R.S. § 24- 11- 101(1), such day shall be extended until the next day on which such banks and state offices are open for the transaction of business. 13.0 GOOD FAITH OF PARTIES. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably 5 withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 14.0 PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and no Party shall be deemed to be partners or joint venturers, and no Party shall be responsible for any debt or liability of the other Party. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first written above. ATTEST: PUEBLO COU TY, CO ORADO Clerk to the Board /" Chairm. -, oars of County , Commissioners Date: q-D5 -/( ATTEST: CITY OF PUEBLO, A MUNICIPAL CORPORATION BY: 13, • 1111.11r President of the City Council Date: /o' ATTEST: THE COLORADO STATE FAIR AUTHORITY By: By: _ Title: Date: dAt 6 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF PUEBLO, COLORADO, THE CITY OF PUEBLO, COLORADO AND THE SANGRE DE CRISTO ARTS AND CONFERENCE CENTER, INC. This agreement is entered into on the 25th day of September, 2013 between the Sangre De Cristo Arts and Conference Center, Inc., the County of Pueblo, Colorado and the City of Pueblo, Colorado, (hereinafter the Parties). It is entered into for the purpose of setting forth the agreement of the Parties with respect to the rights and responsibilities of each of them with respect to a ballot measure to be submitted to the registered electors in Pueblo County. The rights and responsibilities become effective on the successful passage of the ballot measure described below and this agreement is null and void, and of no effect if the ballot measure is not submitted to, or is not approved by the registered electors in Pueblo County on November 5, 2013. I. Description of Partner Agency. The Sangre De Cristo Arts and Conference Center, Inc. ( "SDAC ") is a nonprofit corporation organized under the laws of the State of Colorado whose mission is to promote educational and cultural activities of all kinds related to the fine arts and the management of convention facilities and sponsorship of conventions. SDAC has served the Pueblo Community from its creation in 1972. II. History of collaborative relationship. On or about December 24, 1973, the County and SDAC entered into a lease agreement whereby the County leased to SDAC property commonly referred to as the "Sangre De Cristo Arts and Conference Center." Pursuant to said lease agreement, for a nominal fee, Pueblo County provides SDAC with: all major maintenance, repairs and replacement to any parts of the leased premises of a capital nature and which are not of a recurring nature; the performance of any acts that may be necessary in order for the Center to carry out its purpose; and personnel sufficient to maintain and repair the leased premises and assist the program of the SDAC as it may be developed from time to time under the Director of SDAC. Furthermore, pursuant to the 1973 lease, the building and the maintenance of the building are the responsibility of the County, and maintenance personnel are employees of the County. The County also maintains liability, fire and extended insurance coverage on the subject property. In 2012, the cost of providing the above - described services and other financial support to SDAC by the County totaled $1,150,345. The City of Pueblo provided $66,347 to the SDAC. The combined support for SDAC by both entities in 2012 was $1,216,692. III. Purpose of Memorandum of Understanding. This Memorandum of Understanding (MOU) spells out the agreed upon duties and responsibilities of the City of Pueblo ( "City "), the County of Pueblo ( "County ") and SDAC, regarding a ballot issue to be placed before Pueblo County voters as part of the November 5, 2013 election seeking an increase in the Pueblo County sales tax to fund six (6) entities, which operate public facilities, including SDAC. IV. Statement of mutual interests and benefits. It is in the mutual interest of all signatories to this MOU that an adequate and constant source of funding for SDAC be established so that SDAC may continue to serve our community, expand and improve services and so that the relevant government entities may know that a devoted source of tax revenue exists reflecting voter approval of the continuing existence of SDAC. V. Roles and Responsibilities of Partners. A. Roles/Responsibilities of City and County: The County of Pueblo will take action to place on the November 5, 2013 ballot a measure, "Improving Our Community" which, if passed, will increase the sales and use tax countywide by one -half (.5) of one percent. The tax will be imposed for a period of five (5) years, commencing January 1, 2014 and the measure will sunset on December 31, 2018. 2 Of the revenue to be generated by the one -half percent sales tax increase, Pueblo County agrees to distribute eighteen (18) percent to SDAC. The funds will be distributed to SDAC by the Pueblo County Treasurer on a monthly basis, not later than three (3) days following their receipt. If the "Improving Our Community" measure passes, the City and County will no longer financially support SDAC in any other manner for the five (5) year period commencing January 1, 2014 and through December 31, 2018. Specifically, upon passage of the "Improving Our Community" measure, on January 1, 2014 the County will cease to provide the following services and materials to SDAC: 1. Landscaping and grounds maintenance including mowing, fertilizing and sprinkler maintenance; 2. Day -to -day building maintenance including cosmetic repairs, painting, fountain cleaning, caulking, sealing, etc.; 3. Janitorial services including trash removal, vacuuming, carpet shampooing, glass cleaning, restroom cleaning, etc.; 4. HVAC repairs, filters, greasing, motors, belts, etc.; 5. Plumbing repairs, snaking, parts replacement, etc.; 6. Elevator inspection and maintenance; 7. Fire suppression inspections and maintenance; 8. Security monitoring; 9. Backflow inspections at buildings and landscaping; 10. Pest control; 11.Trash service; 12. Grease Interceptor maintenance; 13. Set -up and tear -down for special events and parties; 14.Site/parking lot upgrades and regular maintenance including snow removal. Upon passage of the "Improving Our Community" measure, the 1973 lease agreement between the County and SDAC and its amendments shall terminate on January 1, 2014, and SDAC agrees to waive any rights under said lease agreement. Should the "Improving Our Community" measure pass, however, the County will continue to lease the subject property to SDAC and provide major maintenance, repairs or replacement to any parts of the 3 leased premises of a capital nature and which are not of a recurring nature. Additionally, upon the passage of the tax measure, the County and SDAC shall renegotiate a new lease agreement subject to the terms detailed in this MOU prior to December 15, 2013. The City and County will conduct annual financial and performance examinations of SDAC either through Community Services Advisory Commission (CSAC) or through some other mutually agreed upon entity. The City and County and SDAC agree that if SDAC fails two (2) annual examinations during the period this tax is in place, they will be removed as a recipient from the ballot issue when it is returned to the voters for renewal. B. Roles /Responsibilities of SDAC: SDAC agrees that ninety (90) percent of any money generated by the passage of the ballot measure over and above $1,216,692 annually must be spent on new capital construction, new initiatives and new programs and shall not be used on salary increases or operating expenses generated by current levels of operations. SDAC shall provide to City and County a written annual report and describe and explain the written report during separate work sessions with the City Council and with the Board of County Commissioners. • SDAC agrees that in return for being funded through the "Improving our Community" ballot initiative, SDAC will cease to be eligible for funding through CSAC upon the effective day of the "Improving our Community" ballot initiative (should the measure pass). SDAC agrees that the funds generated by the "Improving Our Community" measure are for the operation and improvement of HARP and if ceases to operate SDAC or otherwise ceases to exist, the funds from SDAC's portion of the "Improving Our Community" measure will be distributed to the successor entity that operates or provides a similar service. If a successor entity 4 does not exist, SDAC's portion of the tax measure will be held by the City and County to be spent for the operation of SDAC. VI. Duration of MOU. This MOU will remain in effect for the effective duration of the ballot measure and will cease to be in effect when the tax measure sunsets on December 31, 2018. VII. Miscellaneous Provisions. 1.0 APPROPRIATION OF FUNDS. This Agreement is expressly made subject to the annual appropriation of funds by County for its continuance and upon failure of County to appropriate funds for this Agreement, said Agreement shall be terminated without liability to either party. 2.0 ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute such additional documents or take additional actions as may be reasonably required to carry out this Agreement. 3.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties with respect to the tax measure and there are no oral or collateral agreements or understandings with respect to the tax measure. This Agreement may be amended only by an instrument in writing signed by the Parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision hereof shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 4.0 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 any Party. 5.0 GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the District Court in Pueblo County, Colorado. 6.0 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, 5 successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 7.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 8.0 NO THIRD -PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 9.0 NO PRESUMPTION. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. 10.0 SEVERABILITY. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 11.0 EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until the Parties have each executed and delivered to the other this Agreement. 12.0 DAYS. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to Section C.R.S. § 24 -11- 101(1), such day shall be extended until the next day on which such banks and state offices are open for the transaction of business. 6 13.0 GOOD FAITH OF PARTIES. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 14.0 PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and no Party shall be deemed to be partners or joint venturers, and no Party shall be responsible for any debt or liability of the other Party. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first written above. ATTEST: PUEBLO COUNTY, COLORADDO, a O By: B Clerk to the Board Chairman, Board of County Commissioners Date: 9- a5 - /3 ATTEST: CITY OF PUEBLO, A MUNICIPAL CORPORATION BY: if:r.ggii\A:e-9e4LA., By: L_ Presi • ent of the City Council Date: / o - 2 c? / 3 ATTEST: SANGRE DE CRISTO ARTS AND CON CE C TER, INC. By: / / _ �L. / f/, Title •_!. rMi Date: b X MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF PUEBLO, COLORADO, THE CITY OF PUEBLO, COLORADO AND PUEBLO ANIMAL SERVICES This agreement is entered into on the 25th day of September, 2013 between Pueblo Animal Services, the County of Pueblo, Colorado and the City of Pueblo, Colorado, (hereinafter the Parties). It is entered into for the purpose of setting forth the agreement of the Parties with respect to the rights and responsibilities of each of them with respect to a ballot measure to be submitted to the registered electors in Pueblo County. The rights and responsibilities become effective on the successful passage of the ballot measure described below and this agreement is null and void, and of no effect if the ballot measure is not submitted to, or is not approved by the registered electors in Pueblo County on November 5, 2013. I. Description of Partner Agency. Pueblo Animal Services ( "PAS ") is a non - profit corporation that maintains a shelter and animal control operations in Pueblo. PAS rescues and cares for nearly 8,000 animals a year, including those that are lost, injured, and surrendered. In addition to reuniting lost pets with their owners and finding permanent homes for abandoned animals, PAS enforces licensing and animal ordinances. II. History of collaborative relationship. PAS has served the Pueblo Community since 2002. PAS has received funding from both the City of Pueblo and the County of Pueblo for many years. In 2012, PAS received $423,845 from Pueblo County and $520,000 from the City of Pueblo. The combined support for PAS by both entities in 2012 was $943,845. III. Purpose of Memorandum of Understanding. This Memorandum of Understanding (MOU) spells out the agreed upon duties and responsibilities of the City of Pueblo ( "City "), the County of Pueblo ( "County ") and PAS, regarding a ballot issue to be placed before Pueblo County voters as part of the November 5, 2013 election seeking an increase in the Pueblo County sales tax to fund six (6) entities, which operate public facilities, including PAS. IV. Statement of mutual interests and benefits. It is in the mutual interest of all signatories to this MOU that an adequate and constant source of funding for PAS be established so that PAS may continue to serve our community, expand and improve services and so that the relevant government entities may know that a devoted source of tax revenue exists reflecting voter approval of the continuing existence of PAS. V. Roles and Responsibilities of Partners. A. Roles /Responsibilities of City and County: The County of Pueblo will take action to place on the November 5, 2013 ballot a measure, "Improving Our Community" which, if passed, will increase the sales and use tax countywide by one -half (.5) of one percent. The tax will be imposed for a period of five (5) years, commencing January 1, 2014 and the measure will sunset on December 31, 2018. Of the revenue to be generated by the one -half percent sales tax increase, Pueblo County agrees to distribute twenty -two (22) percent to PAS. The funds will be distributed to PAS by the Pueblo County Treasurer on a monthly basis, not later than three (3) days following their receipt. If the "Improving Our Community" measure passes, the City and County will no longer financially support PAS in any other manner. The City and County will conduct annual financial and performance examinations of PAS either through Community Services Advisory Commission (CSAC) or through some other mutually agreed upon entity. 2 The City and County and PAS agree that if PAS fails two (2) annual examinations during the period this tax is in place, they will be removed as a recipient from the ballot issue when it is returned to the voters for renewal. B. Roles /Responsibilities of PAS: PAS shall provide to City and County a written annual report and describe and explain the written report during separate work sessions with the City Council and with the Board of County Commissioners. PAS agrees that in return for being funded through the "Improving our Community" ballot initiative, PAS will cease to be eligible for funding through CSAC upon the effective day of the "Improving our Community" ballot initiative (should the measure pass). PAS agrees that the funds generated by the "Improving Our Community" measure are for the operation and improvement of PAS and if ceases to operate PAS or otherwise ceases to exist, the funds from PAS's portion of the "Improving Our Community" measure will be distributed to the successor entity that operates or provides a similar service. If a successor entity does not exist, PAS's portion of the tax measure will be held by the City and County to be spent for the operation of PAS. VI. Duration of MOU. This MOU will remain in effect for the effective duration of the ballot measure and will cease to be in effect when the tax measure sunsets on December 31, 2018. VII. Miscellaneous Provisions. 1.0 APPROPRIATION OF FUNDS. This Agreement is expressly made subject to the annual appropriation of funds by County for its continuance and upon failure of County to appropriate funds for this Agreement, said Agreement shall be terminated without liability to either party. 3 2.0 ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute such additional documents or take additional actions as may be reasonably required to carry out this Agreement. 3.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties with respect to the subject matter and there are no oral or collateral agreements or understandings with respect to the subject matter. This Agreement may be amended only by an instrument in writing signed by the Parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision hereof shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 4.0 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 any Party. 5.0 GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the District Court in Pueblo County, Colorado. 6.0 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 7.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 8.0 NO THIRD -PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 9.0 NO PRESUMPTION. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this 4 Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. 10.0 SEVERABILITY. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 11.0 EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until the Parties have each executed and delivered to the other this Agreement. 12.0 DAYS. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to Section C.R.S. § 24- 11- 101(1), such day shall be extended until the next day on which such banks and state offices are open for the transaction of business. 13.0 GOOD FAITH OF PARTIES. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 14.0 PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and no Party shall be deemed to be partners or joint venturers, and no Party shall be responsible for any debt or liability of the other Party. 5 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first written above. ATTEST: PUF BL COUNTY, COLORADO / 4-4) qtft By: to the Board /"� Chairman, Board o Count}` Commissioners Date: Q - -13 ATTEST: CITY OF PUEBLO, A MUNICIPAL CORPORATION By: ":011111111 _ -- President of the City Council Date: / o -,2 g - /3 ATTEST: PUEBLO ANIMAL SERVICES , I By: By: rt Title: PN), + CU Date: kb-3k- 1/4 6 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF PUEBLO, COLORADO, THE CITY OF PUEBLO, COLORADO AND THE NATURE & RAPTOR CENTER OF PUEBLO This agreement is entered into on the 25th day of September, 2013 between The Nature & Raptor Center of Pueblo, the County of Pueblo, Colorado and the City of Pueblo, Colorado, (hereinafter the Parties). It is entered into for the purpose of setting forth the agreement of the Parties with respect to the rights and responsibilities of each of them with respect to a ballot measure to be submitted to the registered electors in Pueblo County. The rights and responsibilities become effective on the successful passage of the ballot measure described below and this agreement is null and void, and of no effect if the ballot measure is not submitted to, or is not approved by the registered electors in Pueblo County on November 5, 2013. I. Description of Partner Agency. The Nature & Raptor Center of Pueblo ( "NRCP ") is a non - profit corporation organized under the laws of the State of Colorado in 1983 that operates a nature and raptor park in Pueblo. NRCP serves the Pueblo community by preserving an area along the Arkansas River where the community could observe, explore and enjoy nature. Additionally, NRCP engages in wildlife rehabilitation, specifically injured and orphaned birds, and provides education programs to increase the community's awareness, appreciation and support of our natural environment. II. History of collaborative relationship. NRCP has received funding from both the City of Pueblo and the County of Pueblo for many years. The combined support for NRCP by both entities in 2012 was $90,000. III. Purpose of Memorandum of Understanding. This Memorandum of Understanding (MOU) spells out the agreed upon duties and responsibilities of the City of Pueblo ( "City "), the County of Pueblo ( "County ") and NRCP, regarding a ballot issue to be placed before Pueblo County voters as part of the November 5, 2013 election seeking an increase in the Pueblo County sales tax to fund six (6) entities, which operate public facilities, including NRCP. IV. Statement of mutual interests and benefits. It is in the mutual interest of all signatories to this MOU that an adequate and constant source of funding for NRCP be established so that NRCP may continue to serve our community, expand and improve services and so that the relevant government entities may know that a devoted source of tax revenue exists reflecting voter approval of the continuing existence of NRCP. V. Roles and Responsibilities of Partners. A. Roles/Responsibilities of City and County: The County of Pueblo will take action to place on the November 5, 2013 ballot a measure, "Improving Our Community" which, if passed, will increase the sales and use tax countywide by one -half (.5) of one percent. The tax will be imposed for a period of five (5) years, commencing January 1, 2014 and the measure will sunset on December 31, 2018. Of the revenue to be generated by the one -half percent sales tax increase, Pueblo County agrees to distribute six (6) percent to NRCP. The funds will be distributed to NRCP by the Pueblo County Treasurer on a monthly basis, not later than three (3) days following their receipt. If the "Improving Our Community" measure passes, the City and County will no longer financially support NRCP in any other manner. The City and County will conduct annual financial and performance examinations of NRCP either through Community Services Advisory Commission (CSAC) or through some other mutually agreed upon entity. 2 The City and County and NRCP agree that if NRCP fails two (2) annual examinations during the period this tax is in place, they will be removed as a recipient from the ballot issue when it is returned to the voters for renewal. B. Roles/Responsibilities of NRCP: NRCP agrees that ninety (90) percent of any money generated by the passage of the ballot measure over and above $90,000 annually must be spent on new capital construction, new initiatives and new programs and shall not be used on salary increases or operating expenses generated by current levels of operations. NRCP shall provide to City and County a written annual report and describe and explain the written report during separate work sessions with the City Council and with the Board of County Commissioners. NRCP agrees that in return for being funded through the "Improving our Community" ballot initiative, NRCP will cease to be eligible for funding through CSAC upon the effective day of the "Improving our Community" ballot initiative (should the measure pass). NRCP agrees that the funds generated by the "Improving Our Community" measure are for the operation and improvement of NRCP and if ceases to operate NRCP or otherwise ceases to exist, the funds from NRCP's portion of the "Improving Our Community" measure will be distributed to the successor entity that operates or provides a similar service. If a successor entity does not exist, NRCP's portion of the tax measure will be held by the City and County to be spent for the operation of NRCP. VI. Duration of MOU. This MOU will remain in effect for the effective duration of the ballot measure and will cease to be in effect when the tax measure sunsets on December 31, 2018. 3 VII. Miscellaneous Provisions. 1.0 APPROPRIATION OF FUNDS. This Agreement is expressly made subject to the annual appropriation of funds by County for its continuance and upon failure of County to appropriate funds for this Agreement, said Agreement shall be terminated without liability to either party. 2.0 ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute such additional documents or take additional actions as may be reasonably required to carry out this Agreement. 3.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties with respect to the subject matter and there are no oral or collateral agreements or understandings with respect to the subject matter. This Agreement may be amended only by an instrument in writing signed by the Parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision hereof shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 4.0 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 any Party. 5.0 GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the District Court in Pueblo County, Colorado. 6.0 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 7.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 4 8.0 NO THIRD -PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 9.0 NO PRESUMPTION. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. 10.0 SEVERABILITY. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 11.0 EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until the Parties have each executed and delivered to the other this Agreement. 12.0 DAYS. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to Section C.R.S. § 24- 11- 101(1), such day shall be extended until the next day on which such banks and state offices are open for the transaction of business. 13.0 GOOD FAITH OF PARTIES. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 14.0 PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, 5 and no Party shall be deemed to be partners or joint venturers, and no Party shall be responsible for any debt or liability of the other Party. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first written above. ATTEST: PUEBLO COUNTY, COLORAD�OQ 4 .'IJV v Ki By"'.. % By: �e Clerk to the Board / Chairman; Bodrd of County Commissioners Date: ATTEST: CITY OF PUEBLO, A MUNICIPAL CORPORATION By: g kiti�� President of the City Council Date: /a - 2 3 ATTEST: NATURE AND RAPTOR CENTER OF PUEBLO By: 0 By: Tit1 : D/V ov2 Dat . )6 — 6 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF PUEBLO, COLORADO, THE CITY OF PUEBLO, COLORADO AND THE PUEBLO ZOOLOGICAL SOCIETY This agreement is entered into on the 25th day of September, 2013 between the Pueblo Zoological Society, the County of Pueblo, Colorado and the City of Pueblo, Colorado, (hereinafter the Parties). It is entered into for the purpose of setting forth the agreement of the Parties with respect to the rights and responsibilities of each of them with respect to a ballot measure to be submitted to the registered electors in Pueblo County. The rights and responsibilities become effective on the successful passage of the ballot measure described below and this agreement is null and void, and of no effect if the ballot measure is not submitted to, or is not approved by the registered electors in Pueblo County on November 5, 2013. I. Description of Partner Agency. The Pueblo Zoological Society ( "Zoo ") is a non - profit corporation organized under the laws of the State of Colorado that operates a zoological park in Pueblo, Colorado. The Pueblo Zoo began serving the Pueblo community after its construction between 1933 and 1940 by the Public Works Administration, Civilian Conservation Corps and Work Progress Administration. The Pueblo Zoo is a public facility, owned by the City of Pueblo and managed by the Pueblo Zoological Society. II. History of collaborative relationship. The Pueblo Zoo has served the Pueblo community from its inception in 1940. The Pueblo Zoo has received funding from both the City of Pueblo and the County of Pueblo for many years. In 2012, the Zoo received $143,750 from the County of Pueblo and $662,000 from the City of Pueblo. The combined support for the Zoo by both entities in 2012 was $805,750. III. Purpose of Memorandum of Understanding. This Memorandum of Understanding (MOU) spells out the agreed upon duties and responsibilities of the City of Pueblo ( "City "), the County of Pueblo ( "County ") and the Zoo, regarding a ballot issue to be placed before Pueblo County voters as part of the November 5, 2013 election seeking an increase in the Pueblo County sales tax to fund six (6) entities, which operate public facilities, including the Zoo. IV. Statement of mutual interests and benefits. It is in the mutual interest of all signatories to this MOU that an adequate and constant source of funding for the Zoo be established so that the Zoo may continue to serve our community, expand and improve services and so that the relevant government entities may know that a devoted source of tax revenue exists reflecting voter approval of the continuing existence of the Zoo. V. Roles and Responsibilities of Partners. A. Roles/Responsibilities of City and County: The County of Pueblo will take action to place on the November 5, 2013 ballot a measure, "Improving Our Community" which, if passed, will increase the sales and use tax countywide by one -half (.5) of one percent. The tax will be imposed for a period of five (5) years, commencing January 1, 2014 and the measure will sunset on December 31, 2018. Of the revenue to be generated by the one -half percent sales tax increase, Pueblo County agrees to distribute eighteen (18) percent to the Zoo. The funds will be distributed to the Zoo by the Pueblo County Treasurer on a monthly basis, not later than three (3) days following their receipt. If the "Improving Our Community" measure passes, the City and County will no longer financially support the Zoo in any other manner. 2 The City and County will conduct annual financial and performance examinations of the Zoo either through Community Services Advisory Commission (CSAC) or through some other mutually agreed upon entity. The City and County and the Zoo agree that if the Zoo fails two (2) annual examinations during the period this tax is in place, they will be removed as a recipient from the ballot issue when it is returned to the voters for renewal. B. Roles/Responsibilities of THE ZOO: The Zoo agrees that ninety (90) percent of any money generated by the passage of the ballot measure over and above $805,750 annually must be spent on new capital construction, new initiatives and new programs and shall not be used on salary increases or operating expenses generated by current levels of operations. The Zoo shall provide to City and County a written annual report and describe and explain the written report during separate work sessions with the City Council and with the Board of County Commissioners. The Zoo agrees that in return for being funded through the "Improving our Community" ballot initiative, the Zoo will cease to be eligible for funding through CSAC upon the effective day of the "Improving our Community" ballot initiative (should the measure pass). The Zoo agrees that the funds generated by the "Improving Our Community" measure are for the operation and improvement of the Zoo and if ceases to operate the Zoo or otherwise ceases to exist, the funds from the Zoo's portion of the "Improving Our Community" measure will be distributed to the successor entity that operates or provides a similar service. If a successor entity does not exist, the Zoo's portion of the tax measure will be held by the City and County to be spent for the operation of the Zoo. 3 VI. Duration of MOU. This MOU will remain in effect for the effective duration of the ballot measure and will cease to be in effect when the tax measure sunsets on December 31, 2018. VII. Miscellaneous Provisions. 1.0 APPROPRIATION OF FUNDS. This Agreement is expressly made subject to the annual appropriation of funds by County for its continuance and upon failure of County to appropriate funds for this Agreement, said Agreement shall be terminated without liability to either party. 2.0 ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute such additional documents or take additional actions as may be reasonably required to carry out this Agreement. 3.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties with respect to the subject matter and there are no oral or collateral agreements or understandings with respect to the subject matter. This Agreement may be amended only by an instrument in writing signed by the Parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision hereof shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 4.0 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 any Party. 5.0 GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the District Court in Pueblo County, Colorado. 6.0 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 4 7.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 8.0 NO THIRD -PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 9.0 NO PRESUMPTION. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. 10.0 SEVERABILITY. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 11.0 EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until the Parties have each executed and delivered to the other this Agreement. 12.0 DAYS. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to Section C.R.S. § 24- 11- 101(1), such day shall be extended until the next day on which such banks and state offices are open for the transaction of business. 13.0 GOOD FAITH OF PARTIES. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably 5 • withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 14.0 PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and no Party shall be deemed to be partners or joint venturers, and no Party shall be responsible for any debt or liability of the other Party. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first written above. ATTEST: PUEBLO CO TX, COLORADO j V✓ By: '", ''4i By: ►' ad Clerk to the Board / Chairman, Board of Count y Ii0 Y" r Commissioners Date: q- a5-- /3 ATTEST: CITY OF PUEBLO, A MUNICIPAL CORPORATION By: `LZt-m- A- By Pr- - -nt o e City Council Date: / n - z S - / 3 ATTEST: PUEBLO ZOOLOGICAL SOCIETY of By: By: , 4111 Title: Date: X 0 1 3A `k.3 6