25A - AGMT - MANAGEMENT OPTIONS AT SAZOO

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AGREEMENT FOR PROVISION OF OPERATIONAL ANALYSIS SERVICES THIS AGREEMENT, made and entered into this 17`h day of October, 2011 by and between Schultz and Williams, Inc., a corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge of operational assessment practices, to review and suggest alternatives for the management of the Santa Ana Zoo at Prentice Park. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall analyze the current management structure of the Santa Ana Zoo at Prentice Park ("Zoo") to identify potential management options, as set forth in Consultant's Proposal attached hereto as Exhibit A and incorporated by this reference. These options may include privatizing the operation and/or reallocating services and resources currently utilized by the City in operating the Zoo. Consultant will assess the strengths and weaknesses of each option, including financial impacts on the City and the Zoo operations and make recommendations for the most viable public/private management structure for the Zoo. 2. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior approval of the City, and (b) the authors of all such material, whether 25A-3