HomeMy WebLinkAbout2009 Resolution No. 081•
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RESOLUT ION NO . I]_
SERIES OF 2009
CONTRACT NO. 'l .1.-J.."i:>~
A RESOLUTION APPROVING A "CAPITAL CONTRIBUTION AGREEMENT' BETWEEN
THE CITY OF ENG LEWOOD AND THE HUMANE SOCIETY OF SOUTH PLA TrE
VALLEY.
WHEREAS, in 2008 the Di strict Court removed the man ageme nt of th e Col orad o Hur.,ane
Soc iety and placed the operations of th e animal that serves Englewood and Liuleton under the
control of a custodian ; and St~ 1Tt"'f"'
WHEREAS, the Court and th e custodian have worked with Englewood and Littleton to
provide for continued operations of the animal shelter with the intention of transferring operations
c,f the animal shelter to permanent management; and .~
WHEREAS,new non-profit organization , the Humane Society o Platte Valley has been
, ;!ab Ii shed for purposes of operating an animal shelter and related services for the benefit of the
.-,,,es of Englewood and Littleton and th eir respective communities ; and
WHEREAS, the City Council of the City of Englewood previously authorized reserving funds
for the purpose of continuea housing and care of City impounded animals by th e passage of
Resolution No . 42, Series of 2009; and
WHLREAS , the pa ssage of this Resolution authori= the City of Englewood entering into an
agreement with the Humane Society of the South Platte Valley, Inc . regarding the City of
Englewood 's contrib ution l>(to provide for animal sheltering services for the City of Englewood;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, THAT:
Section l . The "Capital Co ntributi on Agreement", attached hereto as Exhibit A, is hereby
uccepted and approved by the Englewood City Council.
Section 2. The Mayor and the Ci ty Clerk are hereby authorized to sign and attest said
Agreement for and on beha lf of the Cit y of Eng lewood, Co lorad o.
ADOPTED AND APPROVED thi s 2nd day of November, 2009 .
I, Lo ucris hi a A. Ellis, City Clerk for tlir, f it y of Englewood, Co
above is a true copy of Resolution No . ;J, , Seri es of 2009 •
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CAPITAL CONTRIBUTION AGREEMENT
OTY OF ENGLEWOOD AND THE
HUMANE SOCIETY OFTHESOITTR PLATTE VALLEY
Thi s Agree ment is mad e and entered int o by an d between THE RUMANE SOCIETY OF THE
SOUil:I PLATTE VALLEY, ("Society") and the CITY OF ENGLEWOOD , ("the City ").
WHEREAS, the City and Society des ire to cooperate in provi sion of anim a l servi ces to tlt e
mutual ben efit of the panics; and
NOW, THEREFORE , the Soc iety and the City agree as follows:
I . Funding Amount/City owners hip of Capital Equipment. Th e City agrees to pay the
Society the amo unt of one hundred th ousand dollars ($100,000 .00), to assist with ca pital
cost of the facilities of and the Society agrees to use the funds for capital con stru ctio n
and/o r tenant finish of its fac iliti es. The Society will purchase, on behalf of th e City in an
amount eq ual to $ I 00 ,000, equ ipment necessary for the operati on of the animal she lter.
This equipment will remain the property of the City until December 31, 20 l 0, at which
time th e equipment wi ll be donated to the Soc iety provided that that Society is in
comp lian ce with the terms of the Animal Sheltering Agreement .
2. Fees. The Soc iety agrees in exchange for the funding amount , that the Society will not
raise its current fe e of$5 0,000 for services pro vid ed to the City for the fi rs t five years of
operation .
3, Reco rd Kee ping Requirement s. The Society sha ll ma intain a co mplete set of boo ks and
records documenting its use of th e funds . The City or any of its dul y auth ori zed
representatives shall have reasonable acces s to any boo ks , documents, rapers, and
reco rd s of the City which are perti nent fo r the purpo se of mak ing an audit, examination ,
or exce rpts. Th e Society shall keep all books , doc um ents, papers, and re cord s fo r a .
minimum of three (3) years .
4. Remedie s. Th e rights and remedies of th e City as set forth in thi s Agreement shall not be
exc lusiv e and are in addition to any other rights or reme dies prov ided by law .
5. No Waiv er of Righ ts. A wai ve r by eith er party to thi s Agreement of th e breach of any
term or provision of this Agreemen t shall not opernte or be construed as n waiver of any
subsequent brea ch by eith er pony .
6. Relati onship of th e Parties . The Soc i ty shall perform a ll duti es and obli gati ons under
thi s Agreement 11s an independent CO"' -.cto r and shall not be deem ed by virtue of thi s
Agreement to have en tered into nn:r partne rship ,joint venture, empl oyer/employee , or
oth er relati onship with th e City .
7 . No Third Party Benefi ciaries. Nothing in this Agreement shall give or all ow any claim or
ri ght of acti on what soev er by any third pa r.y, including , but nut lim ited to, any age nts or
co ntracto rs of th e Soc iety .
8. Severability . Sh ould any on e or more provision s of thi s Agreement be detennin ed to be
ill egal or unenforceable , all other provi sions nevertheless shall rem ain effect ive ;
provid ed, however, the partie s shall forthwith enter int o good faith ne got iati ons and
proceed with due dili ge nce to draft n provi sion that will ac hiev e th e or iginal intent oftl,e
parties hereunder .
9 . Written Amendment Required. Thi s Agree ment mny be am ended, modified, or changed,
in wh ole or in part, onl y by wrill en ag reement duly auth ori 1.ed and executed by the
Soc iety and th e City.
I 0. Venue . Venue for th e trial of any action arising out of any dispute hereunder shall be in
Arapah oe Co unty Di strict Court, pursuant to the appropriate rules of ci vil procedure .
I I . Notices . Notices, as referred to in this Agreement, shall be sent to:
SOCIETY: Chief Executive Officer
CITY :
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Humane Society of the South Platte Vall ey
P.O. Box 1433
Englewood, CO 80150
City Manager
City of Englewood
Englewood Civic Center
I 000 Englewood Parkway
Engl ewood , Colorado 80110
Applicable Law . Thi s Agreement shall be co nstrued and enforced in accord ance with the
laws of the Stat e of Co lorado.
Extent 01 , 1!=!, Thi s Agre ement constitutes the entire agreement of the parties
hereto. The parties agree that there have been no repre sentation s made regarding th e
subject m•tter hereof other than those, if any, contained herei,1, that this Agreement
con stitutes the entire agreement of the partie ~ with respect to Ute subject matter hereof,
and further agree :hat the various promi ses and covenants cont~;ned herein are mutuall y
agreed upon and are in consideration of one another.
Counterparts. 'fl,is Agreement may be executed in multiple counterpart s, each of which
will deem ed to be an ori ginal and nil of which taken together will constitut e one and the
sa me agreement.
Incorp oration of Exhi hil's. Unl ess otherwi se stated in thi s Agreement, an y exhibits,
applications, resolution s, or other doc um ents referenced in thi s Agreement shall be
incorporated by reference into thi s Agree ment for all pur pos es.
Sectj on Headings. The headings for any section of thi s Agreement are only fo r th e
convenience and reference of the p:u1ies and are not intended in any way to define , limit,
or otherwise describe the scope or intent of this Agreement.
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• 17. Disb ursement. Funds shall be tran sferr ed -upon th e City 's acce ptan ce of th e locati on of
the Society's animal shelter fa cili ty and co nfinnoti on of co ntrac t for setv ices related to
co nstruction and/or tenant fini sh of th e fa cili ty .
18. Ass ignm ent. Th e ri gh ts, or any parts thereof, granted to the Society may be assigned
only with th e prior written con se nt of the C11./
19. Tennination. If the Society fails to comply with th e tenn s stipulated herei n, the City may
tennin ate this Agreement after giving the Society written notification of the intent to
tenninat e and the reasons therefore. If th e City fai ls to comp ly with the tenns stipu lated
herein the Society may terminate this Agreement after having given the City written
noti fication of the intent to terminate and the reasons therefo re.
20. Signatures . The signatories to thi s Agreement represent that th o_y are fu lly
authorii.ed to execut e this Agreement and bind tl1eir respective entities.
21. Effective Date: The effective date of this P.greement shall be the dete of the
commencement of the Agreeme nt for ani mal shel tering service s b~ w .o s lhe
Society and the City.
IN IIITNESS WHEREOF, the Society and the City have executed this Agreement on the date set
forth b,low.
• DA TED this ___ day ofF1vember, 2009
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ATTEST:
By: ________ _
Loucrishia A. Ellis , City Clerk
STA TE OF COLORADO )
)ss.
COUNTY OF ARAPAHOE )
Stf 1tt1i\'1w:om to
of the south Platte Va ll ey.
be1''£~ ::/e
as .........,
My comm iss ion exp ires : _,_!_,_l-f/_,___1_3'7,~Jk1~a~-
CITY OF ENGLEWOOD:
By: ________ _
James K. Woodward , Mayor
HUMANE SOCIETY OF THE
SOUTH PLA ITE VALLEY
~ l9~~'il!t.6. e'is ~f ~ ~r, 2009, by
~ of the Hum ane Society
Jd ~ ~ fu~aw-
Notary Publi c
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COUNCIL COMMUNICATlO1'.
Date : Agenda llem: Subject:
N ovember 2, 2009 11 C ii Reso lution approving an agreemen t with th e
H um an e Society of So uth Platte Va ll ey to pr ov ide
Capita l Contribution funding fo r a new animal
shelter which will serve th e City of Englewood and
th e wes tern Arapah oe County community.
Initiated Ry: I Staff Source:
City Manage r's Office Micha el Flaherty, Deputy City Manager
COUNCIL GOAL AND PR~VIOUS COUNCIL ACTION
Co uncil has previous ly authorized, by Reso luti on 42 , Series of 2009, reserving funds for the
Colorad,i Humane Soc iety for the pu rpos e of continued housing and care of City impounded
animals. The cities of Englewood and Littl eton ha ve sinc e entered into disc ussions with Nick Fish er,
CEO of the Humane Society of So •1th Platt e Valley to as sume animal sheltering services for both
cities. Mr. Fisher has made two pr esentations to City Council at Study Sessions, most recentl y on
October 19, 2009. At that time, City Counc;I recommended that staff bring forward an agreement
relat ed to th e proposed Capital Contribution for th ei r fo rmal considerati on.
RECOMMENDED ACTION
Staff recommends approva l of this reso luti on approv ing an agreement with th e Humane Society of
So uth Platte Valley to provid e capital funding for a new animal shelter which will service th e City of
Engle wood.
BACKGROUND
In Decemb er of 2008, th e District Court removed th e m anage m en t of th e Col orado Humane
Society and place d th e operations of th e shelter that se rves th e cities of Eng lewood and Littl eton
und er the co ntrol of a custodian . Th e Court and th e cust o dia n have worked with th e two ci ti es to
provide for continued operations of th e she lt er wi th the intention of tran sfe rring operations of th e
shelter to permanent management. H owever, du e to finan cia l and lega l constraints, th e transfe r of
CHS to new mar ,age m ent has not been accomplished. Mr. Fi sh er ha s es ta b lished a new non-profit
organi za tion, the Humane Society of Platt e Valle y fo r purposes o f operatin1; an anim al shelter and
related servi ces for th e benefit of th e ci ti es of Engl ewood and Littl eton and th ei r res pective
com munities. During th e City Cou ncil Study Sess ion of October 19, 2009, Mr. Fisher prese nted a
proposal to Council for operation of a new animal she lt er and a request for ca pit, I funding lo h elp
offset th e cos ts of prov iding a fa cility suitabl e for the continued h o using and c are of impou nded
animals and re lated services. Staff ha s recomm end ed that funds initially auth o ri ze d by Reso luti on
42 b e utili ze d for thi s purpose.
FINANCIAL IMPACT
A one-time capital c on tribution of $100,000, w hich is budgeteJ in th e City's 2009 Con tingency
Fund.
LI ST OF ATTACHMENTS
Res oluti on
Ca pital Contribution Agree ment
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