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HomeMy WebLinkAboutSCHULTZ AND WILLIAMS, INC. - 2011City of Santa Ana %t Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with COTC Office Use Only City of Santa Ana Ffr^. �,2/ 02 f ...i.l li (.e � L Clerk of the Council No. was completed on and final payment has been made. (List all amendments. Use space below if needed.) Revised 08-23-10 Department: T"VC,C,-�h Phone/Ext.: LI O Signature:���_ Date:(��(5� A-2011-235 ER K OF COUNGf�_�'� Q LR AGREEMENT FOR PROVISION OF OPERATIONAL ANALYSIS SERVICES THIS AGREEMENT, made and entered into this 17th day of October, 2011 by and between Schultz and Williams, Inc., a corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter s, city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). v d RECITALS C� A. The City desires to retain a consultant having special skill and knowledge of operational R assessment practices, to review and suggest alternatives for the management of the Santa Ana J, Zoo at Prentice Park. / T a, 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: 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 copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services: • A fee of $29,875.00, payable on a milestones and deliverables basis, as set forth in Exhibit A. • Necessary travel expenses incurred by Consultant not to exceed $4,400.00. The total amount that may be expended pursuant to this Agreement shall not exceed $39,275, which includes a $5,000 contingency which may be authorized on the written direction of the Executive Director of Parks, Recreation and Community Services. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Each monthly invoice shall list milestones delivered and/or activities completed in the previous month, and the payment due therefore. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. This Agreement shall commence on the date first written above and terminate on June 30, 2012, unless terminated earlier in accordance with Section 13, below. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 combined single limit. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exereise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20Civic Center Plaza (M-30) P.O. Box 1988 With courtesy copies to: and Santa Ana, CA 92702-1988 Fax 714-647-6956 Parks, Recreation and Community Services City of Santa Ana 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Fax 714-571-4221 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6515 To Consultant: Schultz & Williams Richard T. Biddle 325 Chestnut Street, Suite 700 Philadelphia, PA 19106 Fax 21.5-625-2701 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. c. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. d. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. %/I IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARM D. HUIZAR Clerk of the Council APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS Interim City Manager SCHULTZ & WILLIAMS, INC. RICHARD T. BIDDLE Vice President Tax ID# IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. H�U�I�ZAR Clerk of the Council APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney By. Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS Interim City Manager SCHULTZ & WILLIAMS, INC. RICHARD T. BIDDLE Vice President Tax ID# 01 28715739 25A-9 EXHIBIT A SCOPE OF SERVICE Schultz C& Williams development, management, marketing September 26, 2011 Mr. Kent Yamaguchi Zoo Manager Santa Ana Zoo 1801 E. Chestnut Ave Santa Ana, CA 92701 RE: Santa Ana Zoo Management Assessment & Options Proposal Dear Kent, Based on our recent discussions and the City's request to study the potential future management options for the Santa Ana Zoo, 1 am pleased to submit this proposal for your review and approval. The underlying premise or objective of this study is to determine how best to leverage or eliminate/reduce the City's general fund subsidy in support of the Santa Ana Zoo. The purpose of this study to identify the potential management options, assess the strengths and weaknesses of each option along with the financial impacts on the City of Santa Ana and Zoo and finally to make a recommendation on the most viable and sustainable management option for the Santa Ana Zoo and the City of Santa Ana. Given our extension experience in managing the "shift in the governance of zoos," we believe that our assessment and recommendation will allow the Zoo to remain a treasured community resource while providing for a viable and sustainable business model that will support the future needs of the communities that the Zoo serves. Our recommendations will be realistic and achievable and will provide the strategic framework for the Zoo's future financial, organizational and operational plans that will be developed once the future management structure has been approved. As we discussed, Gregg Hudson, Executive Director of the Dallas Zoo, will work with me in completing this study. Gregg's experience in managing the shift in governance at the Dallas Zoo will be an invaluable resource for us to draw upon in outlining the potential future management options for the Santa Ana Zoo. As you know, I worked with Gregg to develop the transition plan for the Dallas Zoo and Gregg has been instrumental in helping to frame some of the key issues related to the governance study that we are completing for the North Carolina Zoo. In addition, my recent involvement with the City of Dallas, City of Tulsa, and the leadership of Milwaukee County Wisconsin and Kent County Michigan, in developing their respective zoo privatization plans, will be an invaluable resource to you and City leaders in ensuring the Zoo's future growth and viability. QUALIFICATIONS Schultz & Williams (S&W) is uniquely qualified to develop the Zoo's governance plan and organizational analysis. S&W has extensive experience working with zoos of all sizes. We have helped develop strategic, business and operational plans for over 75 AZA accredited institutions with operating budgets Santa Ana Zoo Management Assessment & Options Proposal September 26, 2011 Schultz & Williams Page 2 from less than $1,000,000 to well over $20,000,000 and attendance ranging from 75,000 to nearly 2,000,000. Our strategic and business -focused planning projects have: Leveraged community support for our zoological clients through the successful passage of voter - approved funding initiatives in Portland, Oregon; Salt Lake City, Utah; and Fresno, California. We have also developed a strategic relocation plan for the Sacramento Zoo in Sacramento, California. • Developed privatization plans at the Kansas City Zoo, Woodland Park Zoo, Detroit Zoo, Fresno Chaffee Zoo, Houston Zoo, and mostly recently The Dallas and Tulsa Zoos. • Served as the lead business planning consultant for The National Elephant Center, which is currently under development in Florida. Completed strategic plans for Utah's Hogle Zoo (currently working on a second update to our original plan), the Denver Zoo (focused on Board roles and leadership objectives) and currently the Cleveland Zoo, a collaborative engagement that includes the Cleveland MetroParks Zoo and Zoo Society. Founded in 1987, Schultz & Williams is a full -service planning and consulting firm dedicated to strengthening the viability of nonprofit organizations by helping them to maximize revenue potential from all available sources and to forge strong links with their communities. S&W is based in Philadelphia, with additional professional staff in Los Angeles, San Francisco, and Washington, D.C. S&W's expertise in assisting nonprofit institutions is nationally recognized. As career professionals, the S&W staff has held executive positions with numerous nonprofit cultural institutions. Our philosophy is to build long-term relationships with our clients; we are focused on strengthening organizations, assessing and improving performance and helping our clients fulfill their mission and overall goals. We seek innovative, short-term action plans designed for immediate results. Our goal is to leverage our broad experience across the industry towards what would work in your community. Additional information on S&W's current zoo clients can be found on our website at www.schultzwilliams.com. PLANNING APPROACH Based on our recent discussions, I have outlined below a planning approach that will integrate our collective thinking (City and its partners) and will help frame the big strategic opportunities for the future management and operations of the Santa Ana Zoo. Our approach will address the following: 1. Identify the potential management options for operating the Santa Ana Zoo — currently at least three: A. Close the Zoo; B. Shift in governance and management to not -for -profit entity; and C. Self-sufficient model with current public/private structure, potentially with modifications 2. Current and future baseline financial operating model of the Santa Ana Zoo 3. Role(s) and responsibilities of the City and its partners 4. City's financial commitment, if any, in the future operations of the Santa Ana Zoo 5. Recommendation on preferred management option - the Zoo's future financial, organizational and operational plans under the preferred option will be developed once the new management structure has been approved. Santa Ana Zoo Management Assessment & Options Proposal September 26, 2011 Schultz & Williams Page 3 Identifying & Framing the Strategic Opportunities and Options Step 1: Meet with Friends of the Santa Ana Zoo and Zoo Director to better understand the current baseline organizational model: ■ Discuss organizational trends and governance structures in Zoos ■ Identify benchmark case study models and comparisons/outcomes ■ Summarize roles and responsibilities and report relationships ■ Develop/review financial profile of current baseline ✓ City expenses and services ✓ Friends costs and services ✓ Revenue Model ✓ Note: Review FOSAZ's projections of future operating revenue/expense models ■ Identify impacts of current "status quo" of the Zoo ■ Identify opportunities and/or options to strengthen or improve existing structure ■ Prepare summary "findings" report Step 2: Leadership Discussions: ■ Schedule one-on-one interviews with the Interim City Manager and Executive Director of Parks, Recreation and Community Services to discuss opportunities and challenges with current and future management models ■ Schedule a meeting the Friends of the Santa Ana Zoo leadership to review governance trends within the zoo industry and opportunities and challenges with existing and future management models Step 3: Identify future management models for the Santa Ana Zoo. For each potential management model, identify: ■ Role of City: ownership of land and facility assets; funding commitment; indirect services; oversight ■ Role of FOSAZ/Partner: management and operations; governance; funding ■ Community Impact: public -relations; investment; usage or re -use options ■ Financial Impacts: short/long-term impacts Step 4: For each potential management model, identify criteria: ■ Underlying strategic and organizational assumptions • Strengths, challenges and opportunities ■ Financial pro forma projections ■ Financial impact on the City: dollars, control, services ■ Timeline for implementation ■ Prepare summary matrix of potential management options Step 5: Recommendation on preferred management option: ■ Based on discussions, review of all available information and our professional experience, make formal recommendation on preferred management option including identifying next steps and timeline for moving forward. If needed, a weighted -rating scale could be developed to support our recommendation. ■ Prepare a final report document that summarizes Steps 1-4 as outlined above. We could assess the City and its partners in the implementation of the identified recommendations. Santa Ana Zoo Management Assessment & Options Proposal September 26, 2011 Schultz & Williams Page 4 PROJECT TIMELINE November 2011— Assessment ■ Data collection & development of profile ■ Review baseline financial info: history and Friends of the Zoo projections ■ Conduct leadership interviews with City and Friends ■ Meeting #1— target November 2"d — November 4th ✓ Tour of the Zoo ✓ Review organizational and governance trends ✓ Discuss and review financial impacts ✓ Conduct interviews with City and Friends of the Zoo December 2011— Develop management models for the Santa Ana Zoo ■ Provide Step 1 Summary findings report ■ Develop roles of City, partners & potential funding impact ■ Identify community impacts for each model January 2012 — Preliminary impacts for each potential management model ■ Meeting #2 : date -to -be -determined —target third week in January '12 ■ Review strategic assumptions ■ Review/discuss financial projections ■ Draft summary matrix of management options reviewed and discussed with Zoo leadership February 2012 — Recommendations and Final Report ■ Meeting #3: date -to -be -determined — target third or fourth week of February '12 ■ Review draft of final report; present final report Deliverables Upon completion of the management assessment and options study, S&W will produce the following deliverables: ■ Final Report including ✓ Summary Findings/Assessment Report (Interim draft) ✓ Summary Matrix of Management Options and Criteria (Interim draft) ✓ Recommendation on Preferred Management Option ✓ Funding Recommendation supporting the Preferred Option Santa Ana Zoo Management Assessment & Options Proposal September 26, 2011 Schultz & Williams Page 5 STAFFING Rick Biddle, Vice President I will manage this project and be involved in all key meetings and discussions. Gregg Hudson will work with me throughout this study and be involved in the leadership interviews. Although I support a wide range of clients and have a high level of experience in finance, strategic planning, operations and fundraising, my particular area of expertise is in the operations of zoos and museums. Under my leadership and guidance, S&W recently completed strategic business plans for the Little Rock Zoo, Point Defiance Zoo & Aquarium and the Riverbanks Zoo (Columbia SC) and is currently completing business/governance plans for the Columbus Zoo, Hogle Zoo (Salt Lake City, UT) and the Mesker Park Zoo (Evansville, ID). My hands-on experience working for zoos, allows me to understand and appreciate the challenges of managing a cultural organization from "the other side of the desk." Prior to joining Schultz & Williams in 1992, 1 served for 11 years as Chief Operating Officer of the Zoological Society of Philadelphia, America's oldest zoo. Gregg Hudson, Senior Advisor Gregg Hudson has over 30 years of experience in the hospitality industry and over 20 years' experience leading some of the top zoological institutions in the country. Gregg has been CEO of the Fort Worth Zoo and Cincinnati Zoo & Botanical Garden. He is currently the CEO of the Dallas Zoo & Children's Aquarium at Fair Park. Gregg brings to the table a strong background in Marketing and Operations and has developed a keen understanding of governmental relationships along with managing their support to zoological institutions. Gregg just recently managed the Dallas Zoo through the privatization process (2009) and just completed and successfully opened the $32M Giants of the Savanna exhibit. FEES AND REIMBURSABLE EXPENSES Our fee to complete the management assessment and options study is $29,875, including three site meetings as outlined above and producing the draft and final written report. Our fee does not include the reimbursement of reasonable travel expenses. Our fee is based on our best estimate of the time required to complete the scope of services outlined above. Any changes in the scope of services may affect our professional fee. We estimate that, based on current airfare costs from Philadelphia or Dallas to Orange County, a per trip cost of $1,100 for out-of-pocket reimbursable travel expenses including coach airfare, hotel, car, parking and per diem expenses. With the projected three planning meetings, representing four person trips as Gregg and I will both be attendance for Meeting #1, (2 days/2 nights on average), total reimbursable travel expenses are estimated at $4,400. After reviewing the planning approach outline within this proposal, should you have comments or questions, please feel free to contact me. I can be reached via my cell (609-332-3309), the office (215- 625-9955, ext. 109) or via e-mail at rbiddle@schultzwilliams.com Santa Ana Zoo Management Assessment & Options Proposal September 26, 2011 Schultz & Williams Page 6 I appreciate the opportunity to submit this proposal to you and look forward to working with you and the City to assess the future management options for the Santa Ana Zoo. Best regards, Richard T. Biddle Vice President EXHIBIT B PAYMENT MILESTONES Consultant's fee to complete the management assessment and options study is $29,875, including three site meetings as outlined above and producing the draft and final written report. This fee does not include the reimbursement of reasonable travel expenses. The fee is based on Consultant's estimate of the time required to complete the scope of services outlined above. Any changes in the scope of services may affect the fee. Said fee shall be paid on a milestone basis as follows: Deliverable • Draft Assessment/Findings Report • Summary of Potential Governance/ Management Options with Roles, Potential Financial Impacts and Key Criteria • Summary draft of Management Matrix and Funding requirements Estimated Delivery November 15, 2011 December 15, 2011 January 15, 2012 • Draft Final Report for review and comment (Not invoiced) Fee $6,500 $6,000 $7,500 $0 • Acceptance by City of Final Report February 15, 2012 $9,875 Consultant shall bill reimbursable expenses on each milestone invoice as they are incurred. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) F,2/8/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Kathleen A. Hennessy 230 Sugartown Road, Ste. 230 P.O. BOX 277 Wayne PA 19087 NAMEACT Cadwalader & Associates, Inc. pHO"E 610 964-8970 o : 610 964-9280 A E-MIL . khennessy@cadwaladerassoc.com PRODUCERUS 245 INSURERS AFFORDING COVERAGE NAIC # INSURED Schultz & Williams, Inc. Suite 700 325 Chestnut Street Philadelphia, PA 19106 INSURER A: The Hartford Insurance Company 19682 INSURERB: Maxum Indemnity Company INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRPOLICY TypE OF INSURANCE ADDL SUB NUMBER POLICY EFF POLICY EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000. DAMAGE TO RENTED 000,000. A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 44SBACW7363 1/7111 1/7112 MED EXP An one person)$ 10,000. PERSONAL & ADV INJURY $ 2,000,000. _ GENERAL AGGREGATE $ 4,000,000. GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 4,000,000. $ POLICY F7 PRU LOC IFCT A AUTOMOBILE LIABILITY ANY AUTO 44SBACW7363 1/7/11 117/12 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000. BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 33 .l iw_rT\� 1:j1 '�"'t,�7� 11 t� f'��1Z i PROPERTY DAMAGE (Per accident) $ X X $ $ UMBRELLA LIAB HCLAIMS-MADE OCCUR-- / / EACH OCCURRENCE $ -- EXCESS LIAB _ _ I c a i ityl`,I{u' CCI'q AGGREGATE $ DEDUCTIBLE $ A <,IS[a,Ii (.Siy A toj'TiC`{ $ RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIV Y / N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I N / A 44SBACW7363 1/7111 1/7/12 WC STATU- x OTH- E.L. EACH ACCIDENT $ 1,000,000. E.L. DISEASE - EA EMPLOYEE $ 1,000,000. E.L. DISEASE -POLICY LIMIT $ 1,000,000. B Professional Liability PFP601212701 2/23/11 2/23/12 Each Claim $1,000,000. Aggregate $1,000,000. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Santa Ana, its officers, agents and employees are listed as additional insureds. This policy also includes primary/ not contributory language and a separation of insured's clause. A 30 day notice of cancellation also applies. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Parks, Recreation and Community Service Agency 26 Civic Center Plaza Santa Ana, CA 92701 Attn: Silvia Cuevas SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1 TION All rinhte rotor arl ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD Ln 00 0 0 0 N r-i N O rn �O r �r 0 0 0 -t N it i i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE! READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 44 SBA CW7363 SB COPY Named Insured and Mailing Address; SCHULTZ & WILLIAMS r INC. 325 CHESTNUT STREET, SUIT 700 PHILADMPHTA PA I9 06 Policy Change Effective Date: 12 / 0 a / 11 Policy Change Number: 00i Agent Name: CADWALADER & ASSOCIATES INC Code: 320006 Effective hour is the some as stated in the Declarations Page of the Policy. i POLICY CHANGES: HARTFORD CASUALTY INSURANCE COMPANY ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FRAM YOUR BANlt ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE RATES AND PREMIUMS ARE CHANGED_ LOCATION 001 BUILDING 001 IS REVISED PRO RATA FACTOR: 0.092 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 T Page 001 (CONTINUED ON NEXT PACE) Process Date: 12 / 0 8 / 11 Pol icy/ Effective Date: 01 / 0 7 / 11 Policy Expiration date: 0 3 / 0 7 /12 UW COPY I - CI 08Z6b960T9 XUA 13CN3SU-1 dH LS:irl 1102 Gi r m 0 0 0 N N M kD w 0 0 0 N ilk THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy Is subject to the fallowing additional Conditions: A B. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in ddvance of the cancellation effective date to the certificate holder(s) with mailing addresses on f le with the agent of record or the Company. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (1U) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form SS 12 23 06 11 If notice is mailed, proof of mailing to the last known mailing address of the certificate ho(ders) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of Insurance applicable to this policy's tern. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Page 1 of 1 ® 2011, The Hartford z•d 08z6t,96019 XUA 13rNEISb1 dH Lb ".17T 1102 61 0ea CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/06/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Kathleen A. Hennessy 230 Sugartown Road, Ste. 230 P.O. BOX 277 Wayne PA 19087 CONTACT NAME: Cadwalader & Associates, Inc. PHONE 610 964-8970 AX 610 964-9280 EMAIL , khennessy@cadwaladerassoc.com PRODUCER 245 INSURERS AFFORDING COVERAGE NAIC # JNSURED Schultz & Williams, Inc. Suite 700 325 Chestnut Street Philadelphia, PA 19106 INSURER A: The Hartford Insurance Company 19682 INSURER B : Maxum Indemnity Company INSURER C : INSURER D : INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 44SBACW7363 117112 1/7/13 EACH OCCURRENCE $ 2,000,000. DAMAGETO RENTED $ 300,000. MED EXP (Any oneperson) $ 10,000. PERSONAL & ADV INJURY $ 2,000,000. GENERAL AGGREGATE $4,000,000• GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC PRODUCTS - COMP/OP AGG $ 4,000,000. $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 1 1 44SBACW7363 ' 4-,?& a oc=,c 1/7112 1/7/13 COMBINED SINGLE LIMIT (Ea accident) $2,000,000. BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ X X $ 1 $ UMBRELLA LIAB EXCESS LIAB OCCUR- CLAIMS -MADE �� - ��-- _..,. _ EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITYFIR ANY PROPRIETOR/PARTNER/EXECUTIV YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 44SBACW7363 1/7/12 117/13 WC STATU- X OTH- E. L. EACH ACCIDENT $1,000,000. E.L. DISEASE - EA EMPLOYEE $ 1,000,000. E.L. DISEASE - POLICY LIMIT $ 1,000,000. B Professional Liability PFP601212701 2/23111 2123/12 Each Claim $1,000,000. A re ate $1,000,000. DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Santa Ana, its officers, agents and employees are listed as additional insureds. This policy also includes primary/ not contributory language and a separation of insured's clause. A 30 day notice of cancellation also applies. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Parks, Recreation and Community Service Agency 26 Civic Center Plaza Santa Ana, CA 92701 Attn: Silvia Cuevas SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2009 N_ All rinhts rasarvart ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD