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 _____ 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.

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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.

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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.

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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

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