MEMORANDUM OF UNDERSTANDING by Oi4S6F

VIEWS: 0 PAGES: 7

									                         MEMORANDUM OF UNDERSTANDING

       PAWS, COLUMBUS, INC., a nonprofit corporation organized and existing under the
laws of the State of Georgia (“PAWS”) and COLUMBUS, GEORGIA, a city-county
consolidated government within and of the State of Georgia (the “City”), enter into this
Memorandum of Understanding pertaining to the development, ownership, staffing, operation
and maintenance of an animal control Facility and animal resource center, each recognizing the
necessity therefore and resulting benefits therefrom to the citizens of this community, who with
PAWS and the City share a common bond and goal of an exemplary program of animal care.

        WHEREAS, the citizens of Columbus voted in 1999 to approve a Special Local Option
Sales Tax (SPLOST) that included an authorization for the expenditure from the special sales
and use tax thereby imposed in the sum of $2,000,000 for construction of a new animal control
Facility; and

         WHEREAS, PAWS has acquired approximately 11.824 acres of real property in the
Cooper Creek—Milgen Road area located in parts of Land Lots 6 and 7, 8th District, Columbus,
Muscogee County, Georgia (the “Property”) on a portion of which is proposed to be developed
as an animal resource campus a portion of which will consist of the animal care and control
facility to be operated by the City (the “ACC Facility”) and a portion will be an animal resource
center to be operated by PAWS for the furtherance of the purposes of PAWS (the “PAWS
Facility”); and

       WHEREAS, the City and PAWS have agreed to cooperate in the design and the
construction of the ACC Facility and the PAWS Facility on the Property in accordance with the
following development plan.

                      ANIMAL CAMPUS ADVISORY COMMITTEE

        1.      The City and PAWS agree to form a joint advisory group to be known as the
“Animal Campus Advisory Committee” (the “Committee”) to promote and provide improved
housing and care for homeless animals and other animals in the custody of ACC and to promote
the elimination of homeless animals in Columbus, Georgia and to promote and provide improved
housing and care for homeless animals through various means including, but not limited to,
spay/neuter program and public education. The Committee will manage and address the use of
the Property, its development, the construction of the facilities and operational issues.

       2.     The membership of the Committee will consist of a maximum of eight members,
                    four from each organization, as follows:

              (a)     From the City: the Director of Public Services, Assistant Director of
                      Public Services, Chief of Animal Control and Special Enforcement and a
                      designee of the Director of Public Services.




                                              -1-
               (b)     From PAWS: the President, Immediate Past President, a designee of the
                       President and the Executive Director

                              DEVELOPMENT OF PROPERTY

       1.      PAWS will provide a site master plan and architectural designs for the
development of the Property for approval by the Committee. A copy of the site master plan is
attached to and made a part of this agreement as Exhibit “A”.

        2.     Based on the concept site and architectural concept plans and architectural
designs, the Committee will develop building and project budgets and will conduct studies
regarding the operating and maintenance costs. All building site preparations shall be performed
by and paid for by PAWS in accordance with the approved site plans. If changes in scope to the
site development master plan are requested by the city, the cost of these changes shall be paid by
the city.

       3.      After both parties are satisfied with the approved master plan, approved building
plans and the initial budgeting for the developments, the parties will agree on a cost-sharing
arrangement for the allocation of the costs for the project. The City will utilize the SPLOST
funds and other City funds to the extent available for the construction of the ACC Facility and
other costs agreed to be the responsibility of the City. PAWS will provide all the funds for the
construction of the PAWS Facility and other costs agreed to be the responsibility of PAWS.

        4.     Upon approval of the site plan, building concept plans and cost-sharing
arrangement, PAWS will convey to the City a portion of the Property on which the ACC Facility
will be located together with a non-exclusive access easement for utilities and ingress and egress
from the ACC Facility to Milgen Road. If utility easements for the PAWS projects are needed
through the City Property, the City will grant these utility easements, subject to reasonable right
of approval. PAWS will retain the remainder of the Property upon which it will construct the
PAWS Facility. If the City does not begin the construction of the ACC Facility within 365 days
after conveyance of the property, the property shall revert to PAWS.

       5.     The City will expend the $2,000,000 in SPLOST funds for the construction,
equipping and furnishing of the ACC Facility in accordance with plans and specifications
approved by both parties.

      6.    PAWS will provide the funds through ongoing fundraising for the construction of
the PAWS Facility.

       7.     The Committee will develop standards for signage, landscaping and hardscape
pursuant to which the design and construction will be performed.

       8.      It is the desire of both parties that both facilities be constructed at the same time,
but the Committee shall make decisions about the timetable for design development,
construction documentation, bidding/negotiation, construction, furnishing and occupancy, and
construction phasing, if necessary.


                                                -2-
        9.    Neither PAWS nor the City shall deviate from the approved master plan or
approved building plans during construction, occupancy, or post-occupancy for the full term of
the agreements and relationships set forth below without consent of the Committee.

                ASSIGNMENTS AND DUTIES OF PAWS AND THE CITY

        1.     The City, by and through its Special Enforcement Division, is responsible for all
animal control functions, including animal intake, and investigation of animal cruelty and bite
cases, assuring public safety, enforcing laws related to animal abuse, neglect and pet vaccination.
PAWS is responsible for animal adoption, the veterinary clinic specializing in spay/neuter
services, humane education, community outreach programs and services that PAWS elects to
provide.

       2.      PAWS and the City are both committed to the goal of placing as many animals
deemed adoptable as possible in adoptive homes. PAWS and the City are also committed to
reducing and eliminating the return of adopted animals for behavioral, health and other reasons
through a program of behavior training and socialization to prepare animals for successful
adoption that will be established and implemented by PAWS. In this regard, the City’s Chief of
Special Enforcement shall serve as an ex-officio non-voting member of the Board of Directors of
PAWS and a designated representative of PAWS shall serve on the City’s Animal Control
Advisory Board.

                          STAFFING OF THE ANIMAL SHELTER

        1.    The City will employ sufficient staff to perform all animal care and control
functions to meet community expectations and standards required to address public health and
safety needs. Hours of operation, including evening hours for community or special events, will
be determined by the City, with reasonable input by the Committee.

        2.      PAWS will employ sufficient staff to ensure that animal adoption goals are met,
and that programs and services meet community expectations. PAWS’ hours of operation (to the
public) will be determined by PAWS, with reasonable input by the Committee.

                                         OPERATIONS

        1.      The City will have autonomy over and responsibility for the operation of animal
control functions, including public access to the animal control areas of the ACC Facility. The
City will be responsible for the operating and maintenance costs of the ACC Facility.

        2.     PAWS will have autonomy over and responsibility for the operation of adoption,
fostering, spay/neuter, humane education, community outreach programs and services, including
the veterinary clinic and the PAWS Facility. PAWS will be responsible for the operating and
maintenance costs of the PAWS Facility.




                                               -3-
        3.      The City and PAWS staff together will determine adoptable animals based upon a
specific set of written criteria that are to be established and approved by the Committee. Any
modifications to these criteria will be subject to the prior approval of the Committee.

       4.     The Committee shall establish covenants that promote mutually agreeable
standard of care and maintenance and determine any cost sharing for maintenance of the
following:

               (a)     exterior façade of buildings
               (b)     landscaping
               (c)     park space/walking trail/dog park
               (d)     hardscape/parking
               (e)     geothermal HVAC system (if jointly connected in any way)
               (f)     site lighting
               (g)     watering for landscaping
               (h)     parking lot repair
               (i)     entrance drive repair

       5.      The Committee will develop the policy and procedure for the means pursuant to
which animals will be processed from the ACC Facility to the PAWS Facility, including how the
animals will be selected for adoption.

        6.      During the term of this agreement, PAWS shall have first right of refusal to be the
sole provider of adoption services for the City. PAWS reserves the right to determine any third-
party adoption providers, i.e. rescue organizations, if it so desires, in accordance with the agreed
written criteria established and approved by the Committee to identify and place adoptable
animals. While it is the intent that PAWS is the sole provider of adoption services, the City
reserves the right, under agreed written criteria established and approved by the Committee, to
permit the adoption of an eligible animal directly from the City facility, only when all other
adoption options are exhausted. It is understood that the City will not engage in active public
promotion of adoption services, and that every effort will be made to first place the animal
through PAWS and/or any third-party adoption providers.

       7.   The Committee will establish a mechanism for resolving disputes between the
City and PAWS through mediation or arbitration.

       8.     The Committee will establish acceptable guidelines for disposal of euthanized
animals, whether by incineration/digestion or by relocation to a suitable disposal site.

        9.      PAWS reserves the right to accept adoptable animals from organizations other
than the City, subject to approval by the Committee.

      10.     Both parties recognize the mutual right of the other party to the quiet use and
enjoyment of its respective portion of the Property without the interference thereof by activities



                                                -4-
conducted by either party on its portion of the Property subject to any limitations set forth in this
Agreement. Both parties agree not to undertake any activity, alteration or modification on or to
its portion of the Property and the buildings or site improvements located therein which will
interfere with the quiet use and enjoyment of the other party of its portion of the Property.


         ADDITIONAL RESPONSIBILITIES AND RIGHTS OF THE PARTIES

        1.      PAWS will continue to own the remainder of the Property not conveyed to the
City for the ACC Facility, subject to the provision of ingress and egress for the City, and will
retain the right to subdivide said Property.

        2.      The City will assume responsibility for the care and maintenance of the ACC
Facility, parking lot and landscaping of the acreage around the ACC Facility to be conveyed to it,
as well as the area of the easement for ingress and egress. The City will maintain these facilities
and acreage to a level appropriate to public visitation and use.

       3.     PAWS will assume responsibility for the maintenance of the remainder of the
Property not conveyed to the City, and subject to the conditions outlined under Item 4 in
“Operations” above.

        4.     PAWS will assume sole responsibility for the operation and funding of the
veterinary clinic and its other activities described above in the PAWS Facility. The veterinary
clinic will provide spay/neuter services for all adoptable ACC Facility animals, for animals
relinquished directly to PAWS or obtained by PAWS from other sources, and for qualified
privately owned animals through the community spay/neuter program.

       5.      PAWS retain the right to enhance the PAWS Facility or remainder of the Property
for revenue generating purposes, so long as the enhancements are consistent with PAWS’
mission set forth above. PAWS will have all rights and responsibilities for the maintenance of
any PAWS revenue generating operations on this campus.

                                  MISCELLANEOUS ITEMS

        1.      The length of the agreements and relationships set forth above shall be for a term
of ten years, automatically renewed for four subsequent ten-year terms, unless either the City or
PAWS, for whatever reason either deems appropriate, notifies the other in writing 180 days
before the expiration of the original term or any renewal term, of its intent to terminate the
relationship at the end of the current term. Should the relationship be terminated, each party
shall control and operate their respective facility independently, cooperating with each other in
the conduct of business on the Property.

       2.      If the City ceases to operate the ACC Facility for a period of 180 days, the City,
by appropriate deed or conveyance, shall transfer to PAWS, title to and ownership of all property



                                                -5-
and improvements located thereon which PAWS had conveyed to the City as set forth above or
thereafter, at a price to be agreed upon between the parties. In the event an agreement on the
price is not reached within 90 days prior to the termination date set forth in the notice, the price
will be set by averaging three appraisals of the improvements only (total excluding land), one by
an appraiser selected by each party and the third by an appraiser selected by the appraisers
selected by each party, and multiplying the average times the percentage of the initial cost of the
ACC facility, including all construction and soft costs paid by PAWS, paid by the SPLOST
funds.

        3.      If PAWS ceases to operate the PAWS facility for a period of 180 days, and
wishes to sell the Facility, the City shall have right of first refusal to purchase the facility and
land, at a price agreed to in writing between the parties. In the event an agreement on the price is
not reached within 90 days, the price will be set by averaging three appraisals of the land and
improvements, one by an appraiser selected by each party and the third by an appraiser selected
by the appraisers selected by each party. Should the City then agree to purchase said property,
the purchase price shall be increased to include the value of the land previously conveyed to the
City by PAWS.

        4.      The City and PAWS respectively shall be responsible to third parties for all
losses, injuries, or damages resulting from the performance of their respective activities, duties,
and responsibilities set forth hereinabove. The parties shall retain all defenses and immunity that
each might have under applicable laws to such claims. The parties do not provide
indemnification to each other by entering into the relationship and the performance of their
respective duties described above. Each is permitted to acquire liability insurance of each
party’s own choosing.

       5.    This Memorandum of Understanding, the resulting relationship, and the
performance of all duties and responsibilities shall be governed by the laws of the State of
Georgia.

        6.      This Memorandum of Understanding and all amendments thereto, which must be
in writing, shall be adopted by PAWS through an appropriate resolution of its Board of Directors
and by the City through an appropriate resolution of its City Council.



SIGNATURE PAGE TO FOLLOW




                                                -6-
      This the _____ day of __________________, 2006.

SO AGREED:

Columbus Georgia Consolidated Government     PAWS Columbus, Inc.

By: __________________________________       By:__________________________________
Title:_________________________________      Title: ________________________________

Attest:________________________________      Attest: _______________________________
Title:_________________________________      Title: ________________________________




                                           -7-

								
To top