FRIENDS OF THE SANTA ANA ZOO 1C-2010

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d CV S iJ U V'�FI Nit 3 20 THIRD AMENDMENT TO AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE FRIENDS OF SANTA ANA ZOO FOR THE BENEFIT AND SUPPORT OF THE SANTA ANA ZOO IN PRENTICE PARK A -2010 -154 -01 THIS THIRD AMENDMENT, made and entered into this 1 day of December, 2010, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ( "CITY ") and Friends of Santa Ana Zoo ( "FOSAZ "), a California non - profit public benefit corporation, organized for the purpose of supporting the operation, maintenance and expansion of the ZOO through charitable fundraising. RECITALS A. The parties entered into that certain agreement entitled "Agreement between the City of Santa Ana and the Friends of the Santa Ann Zoo for the Benefit and support of the Santa Ana Zoo in Prentice Park on December 3, 2001 ", as amended by that certain First Amendment dated December 4, 2006 and Second Amendment Dated August 2, 2010 (collectively, the "Agreement "). B. The PARTIES seek to further amend the Agreement in order to modify the ex officio status of the Zoo Manager on the FOSAZ Board of Directors due to changes in State law. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Third Amendment, the parties agree as follows: Section 2A, entitled "Organizational Structure ", shall be amended to read as follows: 2A. Organizational Structure FOSAZ shall maintain a board of directors as may be provided by its articles of incorporation and by -law. Unless otherwise provided by FOSAZ, the board of directors shall have the power to bind FOSAZ under this Agreement. FOSAZ shall provide that the Zoo Manager or his/her designee shall be a non - voting advisor to the FOSAZ Board, shall receive notice of meetings in the same manner as a member of the Board and shall be entitled to attend and fully participate in all meetings of the Board with the exception of voting. FOSAZ may appoint an Executive Director who shall act as the primary liaison between the CITY and FOSAZ, and shall maintain frequent communication with the CITY so that the CITY and FOSAZ can coordinate FOSAZ fund- raising activities and ZOO activities. FOSAZ will provide annually a calendar of special events for approval by the City along with specific staffing requirements.