HomeMy WebLinkAbout6632RESOLUTION NO. 6632
A RESOLUTION APPROVING A MANAGEMENT AGREEMENT
BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND
THE PUEBLO ZOOLOGICAL SOCIETY RELATING TO THE
MANAGEMENT, OPERATION AND MAINTENANCE OF THE
PUEBLO ZOO AND AUTHORIZING THE PRESIDENT OF
THE CITY COUNCIL TO EXECUTE SAME
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The City of Pueblo Zoo Management Agreement dated October 22,
1990 between Pueblo, a Municipal Corporation and the Pueblo
Zoological Society relating to the management, operation and
maintenance of the Pueblo Zoo, a copy of which is attached hereto
and incorporated herein, having been approved as to form by the
City Attorney, is hereby approved.
SECTION 2.
The President of the City Council is authorized and directed
to execute the Agreement in the name of and on behalf of the City
and the City Clerk is directed to affix the seal of the City
thereto and attest same.
INTRODUCED: October 22, 1990
By HOWARD WHITLOCK
Councilperson
ATTEST: APPROV
Cit Clerk P esident of e City Council
TJ 47.62
CITY OF PUEBLO
ZOO MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT entered into this 22nd day of
October, 1990, by and between the City of Pueblo, a Municipal
Corporation, hereinafter referred to as the "City ", and the Pueblo
Zoological Society, a Colorado nonprofit corporation, hereinafter
referred to as the "Society ".
WITNESSETH:
WHEREAs, the City now owns a Zoo open to the public and
located on the premises commonly known as Pueblo City Park,
Pueblo, Colorado, and
WHEREAS, the Society is a nonprofit corporation having as its
members citizens of the City of Pueblo, Colorado who are dedicated
to the preservation and development of the Zoo, and
WHEREAS, the Society possesses the qualifications to operate,
manage, maintain and promote the Zoo, and
WHEREAS, the Society and the City are desirous of entering
into an agreement pursuant to which the Society will assume
responsibility for the management, promotion, operation and
maintenance of the Zoo, and
WHEREAS, the Society and the City are desirous of operating
the Zoo and in the continued growth and improvement of the Zoo in
a manner which is in the best interests of the citizens of the
City.
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises herein contained, the City and Society agree as
follows:
1. As used herein, the following words and phrases shall
have the following meaning:
(a) "Zoo" means the property owned by the City as shown
on the attached Exhibit "A" and improvements thereon includ-
ing the maintenance building and the exhibits and education
building.
2. City hereby appoints and retains Society subject to and
upon the terms and conditions herein set forth, as an independent
contractor, to operate, manage, maintain and promote the Zoo for a
period of three (3) years from January 1, 1991 to December 31,
1993, unless sooner terminated as herein provided. Society does
hereby accept such appointment and agrees to perform all functions
and obligations on its part to be performed under this Agreement
in compliance with this Agreement and all applicable laws,
ordinances, regulations and resolutions now in effect or hereafter
enacted.
3. City does hereby delegate to Society the authority to
perform, and Society agrees that during the term of this Agreement
it shall perform the following functions:
(a) operate the Zoo as a public zoo for the use and
benefit of the City and the general public.
(b) manage and control all Zoo exhibits.
(c) designate the uses to which the Zoo grounds and
facilities may be put including the authority to schedule all
events at the Zoo by individual or community groups, and
conducting class, lectures, and other public functions
subject to modification by resolution of the City Council.
(d) operate Zoo concessions and gate, including
authority to charge reasonable fees subject to modification
by resolution of City Council.
(e) employ sufficient personnel reasonably necessary
and required to perform Society's duties, functions and
responsibilities under this Agreement.
(f) obtain all necessary licenses, accreditations and
permits for the operation of the Zoo.
(g) solicit financial contributions from the general
public, private foundations and other sources.
(h) maintain the Zoo's grounds and indoor facilities,
including daily custodial services, and to promptly notify
the City of any damage to, destruction, breakdown or failure
of any building, facility, fence, improvement or part
thereof.
4. The City agrees, subject to available funds being
appropriated for such functions, that during the term of this
Agreement, it shall perform the following functions:
(a) provide all police and fire protection to the Zoo.
(b) replace or repair all buildings, facilities, fence
or existing improvements on the Zoo when the need arises.
(c) permit Society to use the equipment, accessories,
parts, furniture, tools and vehicles which are presently used
by Zoo employees and located at the Zoo (the "City's personal
property "). Such usage shall be at no cost to the Society
but the Society shall be obligated at all times to maintain
City's personal property in operating condition and to
exercise reasonable care during such usage. On or before
December 31, 1990, City and Society shall prepare and approve
a written list and inventory of City's personal property to
be used by Society and attach same to this Agreement as
Exhibit "B ".
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(d) replace City's personal property as the need
arises.
(e) Permit Society to obtain gasoline for City's
personal property from storage facilities located within the
Pueblo City Park and to have City's personal property
repaired and maintained by City's Fleet Maintenance Depart-
ment. The cost of such gasoline, maintenance and repairs
will be deducted from the amount appropriated to Society by
City.
5. It is the intent of the parties hereto that a high
quality Zoo continue to be maintained and operated by Society for
the recreational enjoyment of all the citizens of the City. In
furtherance of this intent, the City agrees to appropriate and
provide annually such sums as may to the City Council in its sole
discretion seem proper to operate, maintain, promote and manage
the Zoo and fulfill its obligations under the terms and conditions
of this Agreement. Funds appropriated annually to the Zoo by the
City, will be expended by the Society for the purposes indicated
in the approved budget and consistent with this Agreement. Each
month, the Society shall submit a request for disbursement of
funds which sets forth anticipated expenditures consistent with
the approved budget. Special requests for disbursement of funds
may be made when needs arise. Upon receipt of each request for
disbursement of funds, the City Department of Finance shall review
such request and if it is consistent with the approved budget and
this Agreement, disburse appropriated and available funds to the
Society for such expenditures.
6. The Society shall keep in a separate trust fund or
account all gifts, endowments, requests or devises to the Society,
together with income therefrom, and disburse said funds only by
bank checks signed by its duly authorized officer or agent for the
operation, management, promotion and maintenance of the Zoo unless
such expenditures are inconsistent with the duties and obligations
of the Society toward the donors of such gifts, bequests,
endowments or devises.
7. The Society shall maintain proper books of account of
all its monies (including monies held in trust) and properties,
shall make an annual report to the City Council and the City
Manager of its acts and expenditures, and shall submit itself and
its books and records to whatever inspection, audit or check the
City Council or City Manager may desire from time to time.
8. Each July, the Society shall submit to the City Council
and the City Manager for approval a proposed Zoo budget for the
following calendar year. Each proposed Zoo budget shall include
all projected and available funds and revenues as well as
anticipated expenditures and conform to City budget procedures.
9. All monies and funds realized by the Society either from
the operation of the Zoo or concessions thereon, or from the City,
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or from grants, contributions, gifts or donations (except those
restricted in their use to purposes inconsistent herewith), shall
be used exclusively for the operation, management, promotion and
maintenance of the Zoo for the benefit of the general public.
10. This Agreement may be terminated at any time by mutual
agreement, or by either party under circumstances and conditions
as follows:
(a) If either party is in default hereunder, the
nondefaulting party may give written notice to the defaulting
party specifying the default, and if such default shall
continue for 30 days after receipt of such notice (unless
such default cannot with due diligence be wholly cured within
said 30 -day period, in which case the defaulting party shall
have such longer period as shall be necessary to cure the
default, so long as the defaulting party proceeds promptly to
cure the default within such 30 -day period, prosecutes the
cure to completion with due diligence, and advises the
nondefaulting party from time to time, of the actions taken
and progress made) the nondefaulting party may terminate this
Agreement upon 5 days prior written notice.
(b) The City may terminate this Agreement at any time
by first giving the Society notice in writing, served by mail
or otherwise, notifying the Society that such action is
contemplated by the City, and setting forth its specific
reasons for the proposed termination of this Agreement. The
Society shall be given an opportunity to be heard on the
matter by the City Council before such action is taken, if
the Society so desires. If, after such notice and
opportunity to be heard, the City shall nevertheless decide
that it is in the public interest that this Agreement be
terminted, the City shall notify the Society thereof in
writing, and this Agreement shall thereby be terminated and
the Society shall thereafter as soon as the City is prepared
to accept the management and control of the Zoo and not
exceeding sixty (60) days from the date of service of such
notice, quit and surrender said Zoo, exhibits and personal
property to the City.
(c) The Society may cancel and terminate this Agreement
at any time after one hundred twenty (120) days written
notice to the City.
(d) In the event of the termination of this Agreement,
all exhibits, collections, equipment, supplies and property
of all kinds owned by the City or purchased in whole or in
part with City funds or nonrestricted gifts, contributions or
grants received by Society during the term of this Agreement,
and in possession or control of the Society shall be
delivered to the City. All improvements to the Zoo whether
made at Society's expense or at the City's expense shall
become on the date of termination the property of the City.
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All funds and monies in possession of the Society shall be
delivered to the City, except such trust funds of Society
which must be disbursed by the Society consistent with the
duties and obligations of the Society toward the donors of
such funds or monies.
(e) Before expiration of the three (3) year term of
this Agreement, the parties may by instrument executed by
both parties extend this Agreement upon terms and conditions
which are mutually agreeable. Upon expiration of the three
(3) year term of this Agreement or any extended term, if
extended, the Society shall quit and surrender the Zoo and
deliver to City all exhibits, funds, monies and property in
accordance with the provisions of 10(d) within sixty (60)
days.
11. No changes, alterations, structures or improvements
shall be made to or placed on the Zoo without prior written
approval of the City. It is intent of the parties to work
together on capital improvement projects and in identifying
sources of revenues, both public and private. The City agrees to
review all capital improvement projects recommended by the Society
and further agrees that in the event any proposed capital
improvement project is to be financed solely by Society from
private funds, approval of such projects by the City shall not be
unreasonably withheld.
12. As part of this Agreement, the City transfers custody
and control of all animals presently on exhibit at the Zoo to the
Society. Said custody and control shall continue for the
effective term of this Agreement. The Society agrees that it will
treat, keep and care for said animals, in accordance with the
highest standards applicable to up -to -date and modern zoos to the
best of its ability. The Society shall have the authority to sell
or trade animals for the sole purpose of improving the exhibits at
the Zoo. The Society shall provide all care and maintenance for
the animals at its expense. In addition, the Society shall
maintain a high standard of Zoo operations which comports with the
requirements of accreditation under the Standards of the American
Association of Zoos and Aquariums, and in the interest of public
health and safety.
13. As a means of fostering communication and cooperation
between the City and the Society, the Society may schedule
periodic appearances before the City Council at work sessions to
discuss matters concerning the Zoo. In addition, the Society
shall elect to its Board of Directors with full voting rights a
member of the City Council or its designee so long as said
designee is not employed with the City's Department of Parks and
Recreation. Society agrees and understands that its operation and
maintenance of the Zoo is under the general administration of the
Director of Parks and Recreation and in order to comply with City
Charter provisions 13 -2 and 13 -3, the Society shall meet with the
Director of Parks and Recreation at least quarterly to review the
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Society's operation, maintenance and administration of the Zoo.
14. The City shall at all times have access without restric-
tion to all parts of the Zoo. The Society is authorized to
enforce City ordinances, rules and regulations (except those
criminal in nature) affecting public use of the Zoo as may be
necessary to insure an orderly opeation in the interest of public
health and safety and the health and safety of the Zoo animals.
15. The City shall maintain its present levels of insurance
coverage relating to the Zoo during the term of this Agreement.
The Society shall maintain and keep in force at its expense during
the term of this Agreement comprehensive general public liability
insurance including products liability and contractual coverage,
against claims for personal injury, death or property damage
arising out of the use or occupancy of the Zoo by Society, in a
combined single limit amount of not less than $500,000. The
Society shall also provide its own insurance covering personal
property which it owns and uses in conjunction with Zoo
operations. The Society shall further provide all workmen's
compensation coverage which is required under law relating to its
employees at the Zoo. To the extent permitted under its insurance
or self - insurance program, the City agrees to waive any right of
subrogation the City or its insurer may acquire as against the
Society, its agents or employees for any insured or covered loss.
16. The Society is prohibited from assigning this Agreement
to any third persons without the prior consent of the City. Any
assignment without the consent of the City shall be void.
17. All functions and activities with respect to the
administration and operation of the Zoo not specifically delegated
to Society by this Agreement are reserved and retained by the
City.
18. The relationship of the Society to the City is that of
an independent contractor. No agent, employee or subcontractor of
Society shall be or be deemed to be an agent, emloyee or
subcontractor of the City. Society shall be solely and entirely
responsible for its acts and omissions and the acts and omissions
of its agents, employees and subcontractors. The Society shall
indemnify, save and hold harmless City, its officers, employees
and agents, against any and all claims, damages, liability and
awards, including costs, expenses, expert witness fees and
attorney fees incurred as the result of any act or omission by
Society, or its employees, agents or subcontractors.
19. Society covenants and agrees that no person on the
grounds of race, creed, color, national origin, sex, age, marital
status, or mental or physical handicap, shall be excluded from
employment or application for employment, or from participation
in, or denied the benefit of or be otherwise subject to discrimi-
nation in the use of the Zoo or the furnishing of services
thereon.
20. In the event of any litigation arising out of this
Agreement, the court shall award to the prevailing party all
reasonable costs and expenses, including attorney fees.
21. If any provisions of this Agreement is declared invalid
or unenforceable by a court of competent jurisdiction, the
unaffected provisions hereof shall remain in full force and
effect.
22. This Agreement sets forth the entire understanding
between City and Society. No change, modification or amendment
shall be valid or enforceable unless set forth in writing and
signed by City and Society.
23. Any notice required under this Agreement shall be in
writing and personally served or sent by certified mail, postage
prepaid, to:
(a) if to the City: City Manager, City of Pueblo, 1
City Hall Place, Pueblo, Colorado, 81003;
(b) if to the Society: Pueblo Zoological Society, 3455
Nuckolls, Pueblo, Colorado, 81005,
or to such other place as City or Society may from time to time
designate in a written notice given to the otehr party.
24. This Agreement shall be governed by the laws of the
State of Colorado and shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
approved assigns.
Executed the day and year first above written.
CITY OF PUEBLO,
[ S E A L] A MUNICIPAL CORPORATION
ATTEST: By
Ci y Clerk - PT&&ident of the City Council
Approved as to form:
City At r`
[ S E A L ] PUEBLO ZOOLOGICAL SOCIETY
ATTEST y
Secr , pot a y President
TJ 47.40 -7-
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