Greater LOS Angeles Zoo Association

The greater Los Angeles zoological association ("Glaza") is a tax-exempt charitable organization, established for the purpose of developing, beautifying, and improving the Los Angeles zoo and botanical gardens (the zoo). This is accomplished by providing financial and mission support to the zoo and its programs, raising public awareness about the zoo, enhancing the visitor experience, and stewarding the investments of visitors, members, and donors. Glaza's purpose is to support the mission of the Los Angeles zoo and botanical gardens and/or other organizations in the greater Los Angeles are whose primary purpose is to protect and support wildlife conservation, education, and habitats. Glaza and the city of Los Angeles (the city) have agreements in place as detailed below. Operating agreement: the city entered into an agreement with Glaza (the operating agreement) for the purposes of obtaining assistance in establishing, developing, beautifying, and improving the zoo. The operating agreement was executed on september 29, 1997 and expired on september 29, 2022. Under section iii of the operating agreement, the zoo and Glaza established several memoranda of understanding (mous) to identify specific programs and financial obligations. For several years, Glaza worked in good faith with the city and the zoo to negotiate a new operating agreement. On september 2, 2022, the city council (council) approved an extension of the operating agreement through march 30, 2023, with an option to extend for an additional six months through september 30, 2023 while negotiations continue. The council also directed that the extension include the terms of the expired mous, as well as the current version of the city's standard contracting provisions. During the year ended june 30, 2022, Glaza and the city executed both the first and second amended and restated operating agreements to incorporate the council's directions and extend the contractual relationship through september 30, 2023. On october 24, 2023, the council approved a term sheet for an interim agreement between Glaza and the zoo, to be drafted by the city attorney. On may 30, 2024, the city and Glaza executed an interim agreement with a retroactive term of october 1, 2023 through june 30, 2025. On september 10, 2024, the city and zoo issued six separate requests for proposal (rfps) to solicit bids to manage fundraising, membership, special events, sponsorship, volunteers, and publications. On october 17, 2024, Glaza communicated to the city its decision not to bid on any of the six rfps, but reiterated its intent to fulfill terms of the interim agreement. On june 30, 2025, Glaza completed fulfillment of the interim agreement and vacated zoo premises. Also on that date, Glaza filed amended articles of incorporation changing its legal name to greater Los Angeles zoological association and expanding the organization's future purpose to include other organizations in the greater Los Angeles area. From time to time, Glaza is involved in certain legal matters, which arise in the normal course of operations. On december 20, 2024, the city filed a civil complaint against Glaza alleging breach of Glaza's contractual, good faith, and fiduciary obligations and requesting declaratory relief and damages. Glaza intends to defend itself vigorously in this lawsuit. Glaza's policy is to accrue amounts related to litigation when such amounts are probable and can be reasonably estimated based on consultation with outside legal counsel. Legal counsel has indicated that the outcome of these actions is not presently determinable. The following mous were in effect during the term of the operating agreement and both the first and second amended and restated operating agreements. The interim agreement created new operating and financial structures. All agreements with the city state Glaza's accounting records for zoo funds held by Glaza shall be open to inspection by the city upon request and with reasonable prior notice. Membership (1997 agreement mous): Glaza manages the zoo's membership program. Fees collected from members are used to fund department expenses, as well as support expenses for volunteer and docent programs, publications, and website management. The last mou expired june 30, 2017. During the terms of both the first and second amended and restated operating agreements, the city and Glaza continued to operate under the terms of the expired mou. Per section vii of the operating agreement, Glaza remitted 25% of membership fees received to the zoo, plus the net surplus (if any) after department expenses and other specified programs' expenses are paid. Membership (interim agreement): similar to the 1997 agreement, Glaza manages the zoo's membership program. Under the interim agreement, Glaza remits 35% of membership fees received to the zoo, plus the net surplus (if any) after department expenses and other specified programs' expenses are paid. The amount of membership fees Glaza can retain to pay the department's expenses and other specified program's expenses are capped at fixed percentages. An additional percentage is allowed to be used to cover Glaza's administrative expenses. Glaza remits to the zoo any net surplus remaining after deducting all these expenses. Concession agreement: in may 2019, Glaza and the city executed the 6th amendment to the operating agreement (the 6th amendment), effective july 1, 2019. The 6th amendment terminates and replaces the concession agreement and future concession mous and became part of the existing operating agreement. The city and Glaza intend to incorporate this 6th amendment into the renegotiated operating agreement. The 6th amendment grants Glaza the right to enter into a concessions services agreement with a concessionaire for a ten-year period, with a five-year option to extend. The concessions services agreement between Glaza and the concessionaire, ssa group, llc (ssa), was approved by the Los Angeles city council (council) in december 2019. An amendment to the concessions services agreement was approved by the council in august 2021 and became effective october 1, 2021. Per the 6th amendment, Glaza paid the zoo a percentage of commissions received for services and amenities provided by the concessionaire. Glaza received an annual fee for managing the concessions services agreement with ssa. Under the interim agreement, the zoo assumed oversight of concessions. Glaza no longer receives an annual fee for management of the concessions services agreement. Financial assistance, special events, and community affairs (1997 agreement mous): under this mou, terms are established for raising unrestricted, restricted, and endowment funds. It also establishes funding for an events department and conservation donations made at the zoo's discretion. During operating agreement negotiations, the city and Glaza continue to operate under the terms of the expired mou. Fundraising program (interim agreement): similar to the 1997 agreement, terms were established for raising unrestricted, restricted, and endowment funds. Under the interim agreement, Glaza is authorized to use unrestricted fundraising receipts to cover expenses not already paid by another source". Those expenses include for the fundraising department, administration and information services, event management, and daytime public events. If a surplus exists after expenses are paid, Glaza remits 50% to the zoo and retains the remaining 50%. Marketing and public relations, and site rentals and catered events (1997 agreement mous): this mou specifies Glaza will provide marketing, public relations, and strategic branding services for the zoo. It also stipulates Glaza will oversee site rentals for private events and execution of night-time ticketed events to generate additional revenue. The last mou expired june 30, 2019. Beginning in the year ending june 30, 2020, the city and zoo ceased to provide a rebate of admissions revenue and night-time ticketed event proceeds if Fiscal Year admissions targets are achieved. Glaza pays 10% of site rental fees and all net proceeds from night-time ticketed events to the zoo.