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HomeMy WebLinkAboutSPINELESS WONDERS (3)INSURANCE NOT ON FILE WORK MAY Ndf PROCEED JUN 2 3 2021 CLERK OF COUNCIL DATE: A-2021-089-03 AGREE NT TO PROVIDE TEMPORARY EXHIBITS FOR THE SANTA ANA ZOO R($ilU(0 (tIeVRS t17 T• f THIS AGREEMENT is made and entered into this 15th day of June, 2021, by and between Kraig Anderson doing business as Spineless Wonders ("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 ("City"). RECITALS A. In October of 2020, the City issued Request for Proposal ("RFP") No. 20-104, by which it sought Consultants for temporary special exhibits as needed for the Santa Ana Zoo. B. Consultant submitted a responsive proposal dated November 12, 2020 and was among those companies selected by the City to be awarded an Agreement. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-104 and attached as Exhibit A. 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 a. On an as -needed basis, and at the sole discretion of City, Consultant shall provide seasonal butterfly exhibit(s) for use at the Santa Ana Zoo pursuant to the parameters described in Exhibit A. The exhibits are anticipated to run during the Spring and Summer season (approximately March — July of 2021, 2022, and 2023 but subject to negotiation). b. When the need for services arise, City may initiate services through use of a letter agreement which will set forth the specific details as to the special temporary exhibit selected by the City including but not limited to set up, take down, location, and maintenance, executed by the Executive Director of the Parks, Recreation, and Community Services Agency and the Consultant. c. Work by the Consultant may not proceed absent a previously engaged or fully executed consultant agreement and letter agreement for a specific project. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement and pursuant to the fees and charges set forth in Exhibit B. Page 1 of 11 Consultant is one of four Consultants selected to provide temporary exhibits for the Santa Ana Zoo on an as needed basis under RFQ No. 20-104. The total compensation for services provided by all Consultants selected under RFQ No. 20-104 is not to exceed seven hundred and fifty thousand dollars ($750,000.00) during the term of the Agreement, including any extension periods. b. This Agreement is contingent upon funding. In the event that funding is not allocated or is reduced to a level that will not support use of the special temporary exhibits, the City may terminate this Agreement immediately upon seven (7) days written notice to the Consultant. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for two (2) years until December 31, 2023, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. 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. 5. 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 (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property Page 2 of 11 damage, bodily injury andpersonal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Instructor has no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note — required only if auto is used in performance of work). c. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $5,000,000 per occurrence or claim. e. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Santa Ana requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Ana. f. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGI, and SAM policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverag - For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation in a form approved by the City. 4. Waiver of Subrogation- Consultant hereby grants to City of Santa Ana a waiver of any right to subrogation, which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions- Self -insured retentions must be declared to and approved by the City of Santa Ana. The City of Santa Ana may require the Consultant to Page 3 of 11 purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or the City of Santa Ana. g. Failure to provide or maintain insurance coverage as required by this Agreement is grounds for immediate terminate of this Agreement. 6. INDEMNIFICATION Consultant agrees to defend, 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 negligent operations 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 terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, 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 challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 7. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or exhibits provided by Consultant to the City pursuant to this Agreement. 8. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by Page 4of11 law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 9. 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 exercise 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. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 11. 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 fax 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 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 5 of 11 To Consultant: Executive Director Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, CA 92702 Spineless Wonders 12160 Scandia Trail North Scandia, Minnesota 55073 Email: kraigAsninelesswonders.com Attention: Kraig Anderson, Owner 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 fax, 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. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 or 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. 13. 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. Page 6 of 11 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 15. 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. b. Payment need not be made for work, which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by 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. 18. 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 Page 7 of 11 A-2021-089-03 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 its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below 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. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. C. This Agreement may be signed electronically and in counterparts. All signature pages, whether containing electronic signatures or wet signatures can be combined to create an original Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Gomez tine Ridge of the Council City Manager APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: L. A. Re''�Ou Laura A. Rossini Chief Assistant City Attorney [Signatures continue on the next page] CONSULTANT By: Kraig Title: 01 Page 8 of 11 RECOMMENDED FOR APPROVAL A'Ap D)fl& Lisa Rudloff Executive Director Parks, Recreation, & Community Services Agency Page 9 of 11 EXHIBIT A SCOPE OF SERVICES Page 10 of 11 Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SHORT-TERM SPECIAL YOUTH EXHIBITS AT THE SANTA ANA ZOO RFP NO.: 20-104 BACKGROUND AND INTRODUCTION: Santa Ana Zoo: The Santa Ana Zoo at Prentice Park's mission is: The Santa Ana Zoo, through fun, adventure, and learning, empowers the community to save wildlife and wild spaces. The Zoo first opened in 1952 on land donated to the City of Santa Ana by a local businessman, Joseph Edward Prentice. His conditions on the grant deed stated the land must always be a city park, the park be named Prentice Park, and the city maintain a zoo with ample accommodations for at least 50 monkeys. The Zoo is owned and operated by the City of Santa Ana and receives additional financial support from the zoo society, Friends of Santa Ana Zoo, a private 501(c)3 non-profit entity. The Zoo is open to the public 10:00 AM to 5:00 PM seven days a week, 362 days a year, and averages 250,000 visitors yearly. In 2018, a new Master Plan and Strategic Plan for the Santa Ana Zoo including the development of new exhibits and experiences for zoo guests was adopted. Strategic goals include enhancing the zoo by continually delivering high -quality improvements to the guest experience, better connecting to our local community, and consistently providing new experience enhancements or attractions for new visitors and diverse audiences. Studies show that experiential education (learning through play, shared and first-hand experiences) is vital to science education and creating life-long connections to the natural world. Short -Term Special Exhibits: The Zoo is seeking one or more PROPOSERS to provide one or more Short -Term Special Exhibits. The contracted PROPOSER(S) will provide a turn -key exhibit that is family -friendly, educational, animal and/or non -animal themed. PROPOSERS'S OBLIGATIONS: The CITY seeks an independent contractor who will provide and operate one or more unique special exhibits. The exhibits are anticipated to run during the Spring/Summer season (approximately March — July) of years 2021, 2022, 2023. 1.1. The specific exhibit run is subject to negotiation depending on the needs of the CITY and availability of the exhibit. The exhibit will be physically located at 1801 E. Chestnut Ave. Santa Ana, CA 92701 1.2. The exhibit will be located outdoors and any necessary accommodations for inclement weather (i.e. shade structures or tents) need to be detailed in the proposal. City of Santa Ana RFP 20-104 Page 12 1.3. The PROPOSER will ensure the exhibit envelope is fully ADA accessible. 1.4. PROPOSER will provide public access to the exhibit during normal Zoo operating hours; - - 10:00am — 5:00pm -- seven days a week. Staffing levels and hours of operation will be approved by the Zoo Manager. The PROPOSER may need to provide additional access for special events or promotions. 1.5. Exhibit access will be included in zoo admission; no fees are to be charged for special exhibit access. Fees may be charged for experience up -sells, such as animal food. Fee waivers may be provided for certain groups at request of the CITY and this is negotiable. 1.6. PROPOSER will provide exhibit layout information for one or more of the designated areas on the included map. Exhibit may be located entirely in one location, or spread out to multiple locations depending on the nature of the exhibit. 1.7. All services shall be performed in the highest professional manner, and in accordance with the current industry standards. Unless the means or methods of performing a task are specified elsewhere by the CITY, PROPOSER shall employ methods that are generally accepted and used by the museum industry. 2. OPERATION OF THE EXHIBIT 2.1. PROPOSER shall be responsible for the transportation, set-up, maintenance, security, and break down of the exhibit(s). All barriers and portable displays including signboards and signage are the responsibility of the PROPOSER. Placement and appropriateness of items will be determined by the Zoo Manager. 2.2. CITY will provide access to the exhibit area from 8:00am — 6:00pm as requested for exhibit set-up, maintenance, and break down. Dates and times to be scheduled between PROPOSER and CITY. 2.3. All materials used must be flame retardant. Items cannot be attached to Zoo buildings or structures (inside or outside) without prior approval by the Zoo Manager. 2.4. PROPOSER will provide own vehicle for the transportation of equipment and supplies. The CITY must approve vehicle and it must meet all requirements of the State of California, Department of Motor Vehicles and maintain adequate insurance. 2.5. PROPOSER will provide any advertising, marketing, educational and other print materials and graphics as part of the proposal. Such materials accompanying the exhibit must be approved by the Zoo Manager prior to public distribution. 2.6. Fees for Sale of Animal Food: Operator shall be allowed to establish fees for sale of animal food if applicable to the exhibit type. These fees shall be subject to the approval of the City, Parks, Recreation and Community Services Executive Director and listed in the City's Resolution of fees which is published with the annual budget. Any change in the fee structure will only be permitted with the prior written approval of the Executive Director and in compliance with any applicable law. City of Santa Ana RFP 20-104 Page 13 2.7. Any live animals that are part of the exhibit (such as butterflies) must remain secured within the exhibit at all times. Any permits, transportation, acquisition, veterinary care, etc. for such animals is the full responsibility of the PROPOSER. 2.7.1. Exhibits with regulated live animals (ectotherms) must have double -door containment and fully comply with any USDA APHIS and local requirements. 2.7.2. Exhibits with live animals must have handwashing areas provided by the PROPOSER unless they're already nearby (within 30'). 3. MAINTENANCE AND FACILITIES 3.1. Any equipment brought on site by the PROPOSER must have prior written approval from the CITY. The PROPOSER shall repair and maintain at its expense any damage, including maintenance or repair necessitated by ordinary wear and tear. Equipment necessary to the proper function of the operation that cannot be repaired shall be replaced by the PROPOSER. The replacement or addition of equipment will first be discussed with the CITY to determine the responsibility of cost and feasibility of location. 3.2. PROPOSER agrees to maintain designated exhibit areas. If the CITY staff must clean the exhibit areas after the PROPOSER has been the sole user of said areas, PROPOSER will be charged at rate of $50per labor hour. Alternatively, the PROPOSER may establish a maintenance program with the CITY and necessary training. 3.3. PROPOSER is responsible for the coordination and supervision of all subcontractors. 3.4. The CITY will maintain the water, natural gas, electrical, and sewer lines except in cases where the PROPOSER'S direct negligence causes major maintenance repair expense. Should the PROPOSER require additional utility capacity and/or outlets beyond those existing and available, the cost of such installation and hookups will be at the PROPOSER'S expense after required CITY approval. Utility access may be limited in some potential exhibit locations. 3.5. The location of the exhibit must be documented with photos before set up, and the area returned to the same condition after removal of the exhibit. If the exhibit is held on a turf area, the turf must be restored to original condition afterwards. 4. TRAINING AND STAFF 4.1. PROPOSER is responsible for staffing stand-alone exhibits, including guest access control and instruction, animal food distribution (when applicable), and daily exhibit opening and closing. PROPOSER shall maintain a current employee manual that addresses operational procedures and on -going training in providing efficient and effective service to customers. Copies shall be readily available for review by CITY staff. 4.2. PROPOSER is encouraged to include opportunities for local youth volunteers and paid youth interns to contribute to exhibit staffing. Paid internships and volunteer opportunities City of Santa Ana RFP 20-104 Page 14 shall be coordinated with the Zoo Education Department to best serve the Santa Ana community. At no time may the exhibit be staffed solely by volunteers. 4.3. The CITY shall have the right to recommend the discharge of any Exhibit employee for, but not limited to, the following reasons: 4.3.1. Theft and/or vandalism. 4.3.2. Sexual harassment. 4.3.3. Use of abusive or profane language. 4.3.4. Substance and/or alcohol abuse. 4.3.5. For any other conduct deemed by the CITY to be contrary to the best interests of the CITY. 4.4.In lieu of staffing the exhibit, the PROPOSER may provide for consideration by the CITY a standard operating procedure for the CITY to staff the exhibit. 5. SPECIAL CONSIDERATIONS AT A ZOO FACILITY 5.1. Unless approval has been granted by the Zoo Manager or their designate, Contractors, Subcontractors, and their employees are not allowed: 5.1.1. To enter any paddock, holding cage, or other enclosure in which an animal of any kind is housed. 5.1.2. To attempt at any time or in any circumstance, to touch, handle, or otherwise manipulate any animal. 5.1.3. To cross safety barriers or enter non-public areas. 5.1.4. To remain on zoo grounds after violating these rules. Anyone who fails to comply with the above instructions will be considered in breach of their contract, and escorted from Zoo property. City of Santa Ana RFP 20-104 Page 15 Santa Ana Zoo Temporary Exhibit Possible Locations Red: Preferred Locations A: Open Space, Approx. 4,000 Sq Ft B: Zoo Office, Approx. 2,000 Sq Ft jt Yellow: Alternate Locations i , C: Sazoo Rental Area, Approx. 4,000 Sq Ft L D: Anteater Rental Area, I C , \ Approx. 3,000 Sq Ft E: Outpost Rental Area, Approx. 1,600 Sq Ft Y ""• �6 F: Amphitheater Rental Area, Approx. 17,000 Sq Ft � Te '1 '�dQ♦ e� F WIM 1^A - A. eeP= =^ 1 -11•1 .Q I —q-.'!11AAp�-�A AAA A A City of Santa Ana RFP 20-104 Page 16 A: Open Space, Approx.4,000 Sq Ft C: Sam Rental Area Approx. 4,DD0 Sq Ft E: Outpost Rental Area Approx. 1,600 Sq Ft i ;_ B; zoo Office, Approx. 2,000 Sq Ft D: Anteater Rental Area Approx. 3,000 Sq Ft F: Amphitheater Rental Area Approx. 17,000 Sq Ft City of Santa Ana RFP 20-104 Page 17 EXHIBIT B FEES AND COMPENSATION Page 11 of 11 FEE PROPOSAL SAZ would agree to pay SW the sum of $242,000.00 In complete and full payment for the services to be performed as noted in SERVICE PERFORMANCE AND SCHEDULE. One Year — Butterflies - $242,000.00 — o Structure, install, 17 weeks butterfly pupae supply (additional pupae shipments available at $1,374.00 per week), plants, hardscape, hard packed "gravel' pathways, pupae emrgence roam (upgrade can be done at actual cost of upgrade [concrete„ etc.]) and all other attributes, Please see SERVICE PERFORMANCE AND SCHEDULE for more details, Schedule of payments will be determined in contract by and between SW and SAZ. 12 R. Digitally signed by Francine R. Francine . Il Villareal /IIIA rPAI Date: 2021.12.1412:57.42 FDATE1(0MM/DD1YYYY) 121/2021 �� CERTIFICATE OF LIABILITY INSURANCE 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 have ADDITIONAL INSURED provisions or 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 endorsements . PRODUCER 651-464-3333 Landmark Insurance Services 232 Lake Street South CONTACT Dan Quam PHONE FAX (A/C, No, Ext): 651-464-3333 (A/c, No):651-464-7596 n RLSS: kalm@landmark-ins.com Forest Lake, MN 55025 Dan Quam INSURERS AFFORDING COVERAGE NAIC # INSURER A: Evanston Insurance Company INSURED Spineless Wonders LTD Kra igg Anderson 1216D Scandia Tr No Scandia, MN 55073-9427 INSURERB: Evanston Insurance 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 ILTR TYPE OF INSURANCE ADDL SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 3AA519443 12/03/2021 12/03/2022 EACH OCCURRENCE $ 1,000,000 DAMAGEPREMISES REor ED currenCe $ 100,000 MED EXP (Any oneperson) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY PRO- [::] LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY EOMBI deD SINGLE LIMIT $ BODILY INJURY Perperson) $ BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ B UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE EZXS3066303 12/03/2021 12/03/2022 EACH OCCURRENCE 2,000,000 X AGGREGATE 2,000,000 DED FT RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNERIEXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER OTH- E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Additional insured per form MEGL 0009 (09 18) status is provided on General Liability on a primary & non-contributory basis per form CG 20 01 (04 13) attached. Excess Liability dec with schedule of Underlying coverage Comm general liability attached. SANTA-2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 20 CivicCenterPlaza-4th floor AUTHORIZED REPRESENTATIVE ,. Risk Managzrrtent Division Santa Ana„ CA 92702 REVIEWED & APPROVED BY. m , ACORD 25 (2016/03) ©1988-2015 ACORD CO The ACORD name and logo are registered marks of ACORD I. Wsk Pjanagennent Analyst POLICY NUMBER: 3AA519443 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: City of Santa Ana - Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92702 Information required to complete this Schedule, if not shown above will be shown in the Declarations The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 cF Risk Mwagementl Msiun Jy/ 1° REVIEWED & APPROVED BY — �—� Rt janagement Analpt EVANSTON INSURANCE COMPA Y THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM SCHEDULE Person Or Entity: City of Santa Ana Risk Management Division Address: 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92702 Interest Of The Above: A/I Additional Premium: $100 (Check box if fully earned ®) Please refer to each Coverage Form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all Coverage Forms. A. Who Is An Insured is amended to include as an additional insured the Person or Entity shown in the Schedule of this endorsement, but onlywith respect to "bodily injury", "property damage" (including "bodily injury" and "property damage" included in the "products -completed operations hazard"), and "personal and advertising injury" caused, in whole or in part, by the negligent acts or omissions of the Named Insured and only with respect to any coverage not otherwise excluded in the policy. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contractor agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Our agreement to accept an additional insured provision in a contract or agreement is not an acceptance of any other provisions of such contract or agreement or the contract or agreement in total. When coverage does not apply for the Named Insured, no coverage or defense will apply for the additional insured. No coverage applies to the additional insured shown in the Schedule of this endorsement for injury or damage of any type to any "employee" of the Named Insured orto any obligation of the additional insured to indemnify another because of damages arising out of such injury or damage. B. With respect to the insurance afforded to this additional insured, the following is added to limits of insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance shown in the Declarations; MEGL 0009 09 18 Includes copyrighted material of Insurance Services Office, Inc., vvrnanever rs ress, with its nermission. This endorsement shall not increase the applicable limits of insurance shown In the Declarations. All other terms and conditions remain unchanged. Page 1 of 2 cF RiskManagemeetDMsiun J/, �q RE\AeWED & APPROVED Sr ' ,. --� RFsk janagement Analyst COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 0413 © Insurance Services Office, Inc., 2012 �w cF Risk Mmagzmend Msian J/, �`x RBAeWED & APPROVED Sr j • ' --� WA Pjanagement Analyst `< EVANSTON INSURANCE COMPANY State Transaction Code: MAW COMMERCIAL EXCESS LIABILITY POLICY DECLARATIONS POLICY NUMBER: EZXS3065303 RENEWAL OF POLICY: NEW Named Insured and Mailing Address (No., street, Town or city, county, State, Zip Code) Spineless Wonders Ltd 12160 Scandia Trail North Scandia, MN 55073 Policy Period: From 12/03/2021 to 12/03/2022 at 12:01 A.M. Standard Time at your mailing address shown above. IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. Limits Of Insurance Each Occurrence Limit: $ 2,000,000 Aggregate Limit: $ 2,000,000 Retained Limit / Each Occurrence: $ Premium Policy Premium: $ 1,200.00 Terrorism Premium: $ Not Covered Fees (Where Applicable): $ 242.56 Total Premium: $ 1,442.56 Payable At Inception Audit Period: ® Not Applicable ❑ Annual ❑ Semi -Annual ❑ Quarterly ❑ Monthly Rating Basis (If Subject To Audit) Premium Basis: Rate: THIS INSURANCE IS ISSUED PURSUANT TO THE MINNESOTA SURPLUS LINES INSURANCE ACT. THE INSURER IS AN ELIGIBLE .-. TT!"IT TT TT TITTT TC'TT/1T - - Producer Number, Name and Mailing Address L7lll\1 J-UU 1-111Il'Ll 1114Vv1 A'-vi OTHERWISE LICENSED BY THE STATE OF MINNESO IN CASE OF INSOLVENCY, PAYMENT OF CLAIMS IS NOT GUARANTEED. 210496 Burns & Wilcox, Ltd. 150 South Fifth Street Towers Suite 2650 Minneapolis, MN 56402 Endorsements Forms and Endorsements applying to this Coverage Part and made part of this policy at time of issue: Per Forms Schedule Schedule Of Underlying Insurance Per Schedule Of Underlying Insurance These declarations, together with the Coverage Form and any Endorsement(s), complete the above numbered policy. Countersigned: 11/29/2021 DATE NO FLAT CANCELLATIONS MADUB 1000 0417 Samud eciman By: AUTHORIZED REPRESENTATIVE TA. RAMmWmerdDMsiun REVIEWED & APPROVED BY.- ~` .v"° wd --� RFsk janagement Analyst Schedule of Underlying Coverage Commercial General Liability Carrier Evanston Insurance Company Policy Period: 12/03/2021 to 12/03/2022 Limits $1,000,000 Per Occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and advertising injury Spineless Wonders Ltd Transaction #: 4576017 �w cF Risk Managementli Mswn J/, ,`q RE�AeWED & APPROVED Sr . ' `� --� Rusk Pjanagement Analpt CITYOFSANTAANA RISK MANAGEMENT HUMAN RESOURCES , a dCu<asaa 4 Managingw PositW Change ENORANUUM Date: NOVEMBER 3, 2021 To: FILE, RISK MANAGEMENT STAFF From: DEBBIE SCOTT-LEISTRA, RISK MANAGER Subject: SPINELESS WONDERS -APPROVAL OF REDUCTION IN INSURANCE REOUIREMENTS/LIMITS Following review of the scope of services in the current and previous agreements with Spineless Wonders, due to the clarification from the Department that the stated vendor will not be working directly with the public, specifically children, the City will allow the requirement of SAM (Sexual Abuse and Molestation) Insurance coverage, currently required in the agreement, to be waived. This waiver is limited to the current agreement only and shall be reviewed prior to the execution of any future agreements. dsl I I Pa g c ew cF RAMwagementDMsian ke/,'q REVIEWED & APPROVED BY.- V"° --� Risk janagement Analyst PO Box 4 3,� ForesI L,*e, MN 55025 (612) ',961 -0292 11-4-2021 spnelesswondus con"i City of Santa Ana Risk Management Division 20i Civic Center Plaza Santa Ana, CA 92702 Spineless Wonders has intent to enter into an agreement with the, City of Santa Ana. Throughout the course of this agreement, Spineless Wonders attests to the following: 1. Spineless Wonders, will'not use/drive any vehicle during the course and scope the services provided in the agreement/con tract. I 2. Spineless Wonders will not use any owned/rented/lease' d vehicles during the course and scope of the services provided in the ag,reement/contract. 31, Spineless Wonders consultants/independent contractors/ employees utilize their Personal vehicles/non-company owned', borrowed, or rented/leased vehicles for transportation to and from work and if applicable carry their own automobile insurance, By s�igning below, 1, attest that I possess the legal authority to enter into an agreement with the City of Santa Ana as well as the legal authority to attest to the statements aboive. If at any time it is found that [company name] is not adhering to anvIall stateme*ts it, s4i* 41[imit A. i 6 . - OFT01 WJU De considered n I rVU-MR17wrence, Me comn rac and'void and the company will be held fully l'iaible for any and all damages, Kraig Anderson Owner Spineless Wonders,,� 961-0292 1 iaj I ep .. RAMwagmedDMsiun Jy? N,�q REVIEWED & APPROVED BY.- F04c.�" P, VX*vd RtWjanagementftalpt S I N' ELES PO Box 431 Rxesl Lake, MN 55025 (612) 961 0292 spne�esswonders,GOM I 1, Kraig, Anderson hereby affirm under penalty of perjury, the followirl declaratiot: I I certify on behalf of Spineless Wonders that during the, term of my contract for butterfly enclosure building and consultation services with the City of Santa Ana, I will not employ any person in any manner so as to become subject to the workers" compensation laws of California, and agree that if I should become subject to the workers'compensation provisions of Section 37'00 of the Labor Code, I'shall forthwith comply with the provisions and provide proof: of' workers' compensation coverage immediately, 11-4-2021 Kraig Anderson (612) 961-0292 ep .. RAMwagmedDMsiun 40? 'S REVIEWED & APPROVED BY.- F04c.�" z VX*vd I' RtWjanagementftalpt Garcia, Stephanie From: City of Santa Ana <certificate-request@ctrax.jdidata.com> Sent: Tuesday, June 13, 2023 11:05 AM To: Kraig@spinelesswonders.com; Fisher, Ethan; kalm@landmark-ins.com; Garcia, Stephanie Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERIC OF THE COUNCIL Contractor Spineless Wonders LTD Name: Project A-2021-089-03 Number: Project Agreement To Provide Temporary Exhibits For The Santa Ana Zoo Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME NUMBER DATE AUTOMOBILE LIABILITY WAIVER 05/17/2024 05/23/2023 SAZ-Commercial- Auto-Ltr.pdf GENERAL LIABILITY 3AA623783 12/03/2023 06/12/2023 Spineless Wonders COI. pdf Spineless Wonders SEXUALABUSE WAIVER 12/31/2023 06/13/2023 LTD COI Exp 12-3- 22 RM D 12142021. pdf WORKERS COMPENSATION AND EMPLOYERS' WAIVER 05/17/2024 05/23/2023 SAZ-Work-Comp- LIABILITY Ltr.pdf Thank you, City of Santa Ana Risk Management Division