Loading...
HomeMy WebLinkAboutSANTA ANA UNIFIED SCHOOL DISTRICT (26) I:,iSURANCE ON FILE N-2024-333 'e, RI{MAY PROCEED UNTIL INSURANCE EXPIRES 03 LO CITY CLERK DATE: OCT 0 4 2024 AGREEMENT FOR NO-COST SPECIAL SERVICES 0: PRCSR (0) This Agreement for No-Cost Special Services ("Agreement") is made effective as of August 29, 2024 WW1 10A-9 F')("Effective Date") by and between the Santa Ana Unified School District("District") and Santa Ana Zoo— City of Santa Ana ("Partner"). The District and the Partner may be referred to herein individually as a "Party"and collectively as the"Parties." RECITALS A. The District is authorized by Section 53060 of the California Government Code to contract with and employ any persons for the furnishing of special services and advice in financial, economic, accounting, engineering, legal, and administrative matters, if such persons are specially trained and experienced and competent to perform the special services required. B. The District has a need for the following services ("Services"): provides specific grade- level appropriate, NGSS-aligned curricular activities on campus and zoo grounds, developed and facilitated by both District staff and zoo educators. C. The District has determined that the Services are not available within the District,cannot be performed satisfactorily by District employees,or are of such a highly specialized or technical nature that the necessary expert knowledge, experience, and ability are not available through the District. D. The District has determined that the Partner is specially trained, experienced, and competent to perform services of the same type and nature as the Services described herein. E. The Parties have entered into this Agreement for purposes of setting forth the terms and conditions for the Partner to provide the Services for the District. Now, therefore, in consideration of the foregoing and of their respective rights and obligations pursuant to this Agreement,consideration that each Party hereby acknowledges is adequate,the Parties agree as follows: AGREEMENT PART 1. PERFORMANCE OF SERVICES Section 1.1 Scope of Services. A detailed description of the Services to be performed by the Partner pursuant to this Agreement ("Scope of Services") is set forth in Exhibit "A' attached to this Agreement. The Partner shall perform the Services in strict accordance with the Scope of Services and other provisions of this Agreement. Section 1.2 Agreement Term. The term of this Agreement ("Term") shall commence on the Effective Date and,unless this Agreement is earlier terminated in accordance with its provisions,the Term shall expire on June 30, 2025. District Agreement Number:24/25-072 Page 1 Requested Department:Multiple Sites Section 1.3 District and Partner Administrators. The representatives of the District identified in Exhibit"B"attached to this Agreement(each a"District Administrator")shall,on behalf of the District, be responsible for administering this Agreement and for monitoring, overseeing, evaluating, approving, and accepting the Services provided pursuant to this Agreement. The representatives of the Partner for all purposes of this Agreement and the Services (each a "Partner Administrator") are also identified in Exhibit B hereto. The Partner Administrators shall coordinate the performance of the Services with the District Administrators and shall direct any and all questions, submittals, and receivables to the District Administrators. For avoidance of doubt, no supplement, amendment, or other modification to this Agreement shall be valid or binding absent approval (whether directly or through delegation and ratification)by the Board of Education of the Santa Ana Unified School District("District Board"). Section 1.4 Coordination and Metrics. The Parties shall reasonably cooperate in scheduling and conducting monthly meetings, at mutually acceptable times and dates, of: (i) one or more of the District Administrators; (Ii) other District representatives as the District deems appropriate and/or necessary; (Ili) one or more of the Partner Administrators; and (iv) other Partner representatives as the Partner deems appropriate and/or necessary. The purpose of such monthly meetings shall be to coordinate and discuss the progress of the Services,as well as any potential or existing concerns or issues relating to the Services. The Parties shall establish mutually acceptable criteria and processes for ongoing program assessment and evaluation,which may Include, but is not limited to, the District's assessment metrics and other metrics that may be applicable in connection with District, local, state, or federal programs. The Parties also shall, from time to time as determined appropriate by the District, review program content to ensure that the Partner's services and standards are aligned with the District's goals, including, but not limited to, its Local Control Accountability Plan("LCAP"). Section 1.5 Time is of the Essence. Time is of the essence with respect to the performance by the Partner of each and all of the Services and of the Partner's other obligations pursuant to this Agreement. Section 1.6 Labor, Materials, and Supplies. The Partner shall furnish, at Its own expense,any and all labor, materials, equipment, supplies, and other things needed by the Partner to satisfactorily perform the Services In accordance with this Agreement. Section 1.7 Permits/Licenses. The Partner and, as applicable, its officers, employees, volunteers, agents, and other representatives (collectively, "Partner Staff') shall secure and at all times during performance of the Services shall maintain in effect any and all such certifications,permits,licenses and other authorizations as are required by law in connection with the performance of the Services. Section 1.8 Independent Contractor. For all purposes of this Agreement,the Partner shall be deemed and construed to be an independent contractor to the District. Neither the Partner nor any of the Partner Staff shall,as a result of this Agreement,be considered to be,or shall be authorized to act as, an officer or employee of the District. Except to the extent the Partner or any of the Partner Staff are,by virtue of this Agreement, considered to be an agent of the District, neither the Partner nor any of the Partner Staff shall be authorized to act on behalf of the District,and none of them shall suffer or permit any person or entity to persist in the apparent belief that any of them is an officer, employee,or agent of the District. In connection with the Partner Services and this Agreement, the Partner shall be fully responsible for the acts and/or omissions of the Partner Staff. Neither the Partner nor any of the Partner Staff shall, as a result of this Agreement, be entitled to benefits of any kind or nature normally provided to employees of the District and/or to which District's employees are normally entitled, including,without District Agreement Number:24/25-072 Page 2 Requested Department:Multiple Sites L limitation, State Unemployment Compensation or Workers' Compensation. The Partner shall be responsible for payment of any and all federal,state and local taxes or contributions, including,without limitation, unemployment insurance, social security and income taxes attributable to its employees and/or other Partner Staff. No compensation shall be payable to the Partner pursuant to this Agreement on account of any costs incurred by Partner to comply with any of the foregoing requirements. Section 1.9 Compliance with Applicable Laws. The Partner shall comply with any and all federal, state and local laws, rules, regulations, ordinances and other governmental requirements that are or in the future may become applicable to the Partner's activities in connection with this Agreement and/or the Services. Section 1.10 Nondiscrimination and other Policies. In connection with this Agreement and the Services, and without limiting anything else In this Agreement,the Partner shall not discriminate against any person in violation of applicable federal,state,or local laws,including,without limitation,on the basis of the person's race, color, religion, national origin, ancestry, disability, marital status, gender, gender identity, sexual orientation, genetic information, age, or military veteran status. Without limiting the foregoing, the Partner shall comply with and shall enforce all District policies and administrative regulations applicable to the presence and/or activities in,on,or at any District school or other property, including,without limitation, prohibitions against weapons,alcohol,and tobacco. Section 1.11 Conflicts of Interests. The Partner hereby represents and warrants that neither it nor any of its officers has any financial, business,professional,personal,or other Interests, including,but not limited to,the representation of other parties,that would conflict in any manner or degree with the performance of the Partner's obligations pursuant to this Agreement. Such conflicts could include, but are not limited to,those contemplated by Government Code Section 1090,the California Political Reform Act (Government Code Section 87100 et seq.), and other California law. If any such conflict of Interests (whether actual or potential) arises in connection with this Agreement, the Partner shall Immediately inform the District,in writing,regarding such conflict. If the District reasonably determines that any actual or potential conflict of Interests exists with respect to the performance of the Services,then the District, without liability to or recourse by the Partner, may terminate the Agreement by giving written notice to Partner,and the termination shall be effective upon receipt of the notice by the Partner. Section 1.12 Adequate Consideration. The Parties acknowledge and agree that: (i) the performance of the Services by the Partner will achieve goals and purposes of both Parties, including, among others, benefits to the public generally; (ii)the Parties' respective rights and obligations pursuant to this Agreement constitute adequate consideration for entering Into this Agreement;and(iii)therefore, it will not be necessary for the District to pay any monetary compensation to the Partner In exchange for performance of the Services pursuant to this Agreement. PART 2. CONFIDENTIAL AND OTHER INFORMATION Section 2.1 Data Sharing. The Parties acknowledge that it may become necessary for the District to share data regarding or relating to one or more District students with the Partner or Partner Staff,for purposes of determining program impact or for other purposes relating to the Services. In such event,and prior to the District sharing any Student Data,the Parties shall enter into a separate"Standard Student Data Privacy Agreement"that shall be applicable to: (i) all student data shared pursuant to this Agreement;and (ii)the Partner and the Partner Staff. Notwithstanding the foregoing:(i)the District in its discretion may decline to comply, in whole or in part, with any request for student data, if the District District Agreement Number:24/25-072 Page 3 Requested Department:Multiple Sites determines that providing the requested student data would not be in the best interests of current or former District students;and(ii)each request for student data must be approved by the Executive Director of the District's Research and Evaluation Department. Section 2.2 Applicable Privacy Requirements. Subsection 2.2.1 Family Educational Rights and Privacy Act. The Family Educational Rights and Privacy Act set forth in 20 U.S.C. Section 1232g ("FERPA") and 34 CFR Part 99, the federal regulations that implement FERPA,set forth requirements for protecting the privacy of parent and student information, including, among others, requirements for maintaining the confidentiality of personally identifiable information (e.g., names, addresses, telephone numbers, dates of birth, test scores, et cetera). To the extent,in connection with the Services,the Partner or any of the Partner Staff accesses, obtains, stores, uses, or discloses any information within the scope of FERPA (regardless of whether inadvertently, accidentally, purposefully, or otherwise), then, without limiting anything else in this Agreement, the Partner shall comply with any and all applicable requirements of FERPA and its implementing regulations. Subsection 2.2.2 Health Insurance Portability and Accountability Act. The Health Insurance Portability and Accountability Act, Public Law 104-191 ("HIPAA") and the federal regulations that implement HIPAA,set forth requirements for, among other things,use and disclosure of individuals' health information, including, among others, requirements for individuals to control use of their health information and for entities possessing such health information to properly protect it from unauthorized disclosure. In addition,the Health Information Technology for Economic and.Clinical Health Act of 2009, Public Law 111-0005 ("HITECH") and the federal regulations that implement HITECH, address concerns associated with electronic transmission of health information and establishes penalties for violations. To the extent, in connection with the Services, the Partner or any of the Partner Staff accesses, obtains, stores,uses,or discloses any information within the scope of HIPAA and/or HITECH(regardless of whether inadvertently, accidentally, purposefully, or otherwise), then, without limiting anything else In this Agreement,the Partner shall comply with any and all applicable requirements of HIPAA and/or HITECH, and their respective Implementing regulations. Section 2.3 Partner ConfidentialityObligation. Except as provided in Section 2.4 herein,the Partner and Partner Staff shall keep confidential and not disclose to any other person or entity any of the Confidential Student Information that:(i)the Partner or any of the Partner Staff obtain or discover during or as a consequence of performing the Services; or (II) is provided to the Partner or any of the Partner Staff by the District or any parent, guardian, student, or other person. For purposes of this Agreement, but without limiting anything else In this Agreement (i) "Confidential Student Information" means any and all information regarding the identity, condition, family members, home address, participation in programs, or other "personally identifiable Information"of or relating to District students enrolled in or receiving Services that is provided to,learned by,or Inferred by the Partner or any of the Partner Staff, Including,without limitation,any information volunteered by a District student;and (li) "Personally identifiable information" means any information (in whatever form or format)that: (1) can be used to distinguish or trace an individual's Identity, such as name, social security number, personal identification number,student identification number,date and place of birth, mother's maiden name, street address, email address, Internet protocol address, telephone number, photograph, and fingerprints or other biometric Information;or(2) is linked or linkable District Agreement Number:24/25-072 Page 4 Requested Department: Multiple Sites to an individual, such as medical, educational, financial and employment information, race, religion,and activities. Section 2.4 Required Disclosure. The Partner shall give written notice to the District Immediately upon becoming aware that any subpoena, order, demand, or other process seeking or requiring disclosure or other release of any Confidential Student Information is being sought or has been issued. In each such event,the District shall be permitted to intervene for purposes of attempting to stop or limit the disclosure of Confidential Student Information. The Partner may,notwithstanding Section 2.3 herein,disclose Confidential Student Information if, but only if,a court or other governmental entity with competent jurisdiction has ordered that the information be disclosed or has authorized a subpoena seeking disclosure of the information. In such event, disclosure shall be limited solely to the scope of disclosure ordered by the court or other governmental entity. Section 2.5 Disclosure to District. Notwithstanding anything else in this Agreement,and upon request of the District from time to time,the Partner shall provide to the District full and unaltered copies of any or all of the Confidential Student Information possessed by the Partner or any of the Partner Staff. PART 3. HEALTH AND SAFETY OF STUDENTS AND OTHERS Section 3.1 Background Checks. Subsection 3.1.1 Purpose and intent. The Parties acknowledge and agree that, for purposes of Education Code Section 45125.1, the Consultant Staff who may at any time be present in or at any District school("On-Site Personnel")will not at all times be directly supervised by a student's parent or guardian or by District staff. Therefore, the Consultant shall, with respect to all On-Site Personnel, comply with the requirements of Section 45125.1 relating to background checks and criminal history summaries. Subsection 3.1.2 Procedural Requirements. With respect to the On-Site Personnel,the Consultant shall comply with all applicable California Department of Justice ("DOl") requirements for background checks. For purposes of such background checks, and without limiting the Consultant's obligation to comply with DOJ requirements, the Consultant shall cause all On-Site Personnel to be fingerprinted either:(i) by the Santa Ana Unified School Police Department("Department"), in its offices located at 1601 E.Chestnut Avenue,in the City of Santa Ana;or(II)at any location where Live Scan services are available, using the agency identifier number assigned to the District by the DOl (the "Originating Requesting Identifier" or "ORI"). The Consultant may obtain the District's ORI by contacting the Purchasing Department at(714)558-5614. Subsection 3.1.3 Certification and Subsequent Reporting. Prior to allowing any of the On-Site Personnel to be present in or at any District school or other property,and using the form attached as Exhibit"C"to this Agreement,the Consultant must list the On-Site Personnel and certify to the District that none of the listed On-Site Personnel have been convicted of any serious or violent felony described in Education Code Section 44237. The Consultant shall, with respect to the On-Site Personnel, provide, directly to the District's Department of School Police, any and all subsequent arrest activity reported by the California Department of Justice. Subsection 3.1.4 Personnel Identification. Each of the On-Site Personnel who will be performing or otherwise present at any District school must,on each visit,without exception, check in at District Agreement Number:24/25-072 PageS Requested Department:Multiple Sites the administrative offices of the school before entering further into the school or onto the school grounds. On-Site Personnel must show valid, government-issued Identification, so the administrative staff may confirm that each such person is on the list of persons cleared in accordance with Education Code Section 45125.1. No person may enter further into the school or onto school grounds If the person is not on the list of cleared personnel. In each case,upon confirming that the On-Site Personnel have been cleared, the administrative staff will issue a temporary identification using the Raptor system, which indemnification must be worn in a conspicuous location on the person's front,upper body at times during that visit at the school. Section 3.2 Tuberculosis Assessment and Examinations. The Partner shall ensure that the On- Site Personnel in each case have complied with the Tuberculosis assessment and examination procedures specified In Education Code Section 49406, regardless of whether that Section expressly makes those requirements applicable to the Services. Prior to allowing any of the On-Site Personnel to be present in or at any District school,the Partner shall provide to the District a copy of each certificate, as described in subdivisions(c) and (d) of Education Code Section 49406, indicating that the On-Site Personnel are free from infectious Tuberculosis. PART 4. INTELLECTUAL PROPERTY RIGHTS Section 4.1 Third Party Ownership. This part shall not be deemed or construed to apply to any third-party proprietary and/or copyrighted designs or information not created specifically for purposes of this Agreement and that the Partner intends to incorporate Into the services performed pursuant to this Agreement (each a "Third Party Work"). The Partner shall provide written notice to the District if the Partner Intends to use any Third-Party Work in connection with,or incorporate any Third-Party Work Into, the Partner's services or the products thereof, if any permission,license or other specific authorization is required for such use and/or any licensing fee or other charge is payable in connection with such use or incorporation. Unless the District has already obtained (or has agreed in writing to obtain) any and all necessary rights to use or Incorporate any Third-Party Work without any ongoing or additional licensing fees or other charges, and without need for renewing any registration or similar obligation, the Partner shall be responsible at its sole cost for obtaining any and all rights for the use or incorporation of the Third- Party Work. Notwithstanding anything to the contrary, the District shall have no obligation to obtain rights to use or incorporate any Third-Party Work unless the District specifically requests that the Partner use or Incorporate that specific Third-Party Work. Subject to the foregoing,the Partner represents and warrants that it has or will have the legal right to use and/or incorporate any and all Third-Party Work in connection with the services to be performed pursuant to this Agreement and/or the products thereof. The Partner shall indemnify, hold-harmless and defend the District, in accordance with this Agreement, with respect to claims arising out any failure or alleged failure of the Partner to comply with Its obligations pursuant to this Section. PART S. INDEMNIFICATION Section 5.1 Indemnification by Partner. The Partner shall Indemnify and hold harmless the District,the Board of Education of the District and each individual member thereof,and the District's other officers,employees and agents(collectively,but not including the District,the"District Representatives"), and each of them,with respect to any and all damages,losses,judgments,costs,and expenses(including, District Agreement Number:24/2S-072 Page 6 Requested Department:Multiple Sites without limitation, reasonable attorney's fees and expenses), and other liabilities of whatever nature (each a "Liability" and, if referencing multiple, the "Liabilities") that arise from any negligent act or omission, or any willful misconduct, of the Partner or any of its directors, officers, employees,or agents (collectively, but not including the Partner, the "Partner Representatives") in connection with this Agreement or the Services. The Partner shall defend, as applicable, the District and the District Representatives with respect to any and each claim, demand, action, or other proceeding (each a "Proceeding") that by allegation or implication is within the scope of the Partner's indemnification obligations pursuant to this Section. Each such defense must be conducted by qualified and appropriately experienced legal counsel reasonably acceptable to the District,but selected and retained by the Partner, at no cost to the District or any of the District Representatives. Section 5.2 Indemnification by District. The District shall indemnify and hold harmless the Partner,its City Council, officers, officials, employees, volunteers, agents (collectively, but not including the Partner,the"Partner Representatives"),and each of them,with respect to any and all other liabilities that arise from any negligent act or omission,or any willful misconduct,of the District or any of the District Representatives in connection with this Agreement or the Services. The District shall defend, as applicable,the Partner and the Partner Representatives with respect to any and each Proceeding that by allegation or implication is within the scope of the District's Indemnification obligations pursuant to this Section. Each such defense must be conducted by qualified and appropriately experienced legal counsel reasonably acceptable to the Partner,but selected and retained by the District,at no cost to the Partner or any of the Partner Representatives. Section 5.3 Comparative Liability. Notwithstanding the Sections 5.1 and 5.2 herein, if both Parties are, to some extent, responsible for any particular Liability (i.e., the negligence or willful misconduct of both Parties, or others for whom they are responsible, are contributing factors),then, in connection with that Liability,each Party shall be responsible for defending itself and its representatives, and the Parties shall be responsible and liable on a comparative basis. Section 5.4 insurance Not a Limitation on Liability. Neither Party's obligations pursuant to this Part 5 shall be deemed or construed to be: (I) conditioned upon, or in any manner limited by, any Insurance coverage maintained by a Party or other person or entity; or(ii)conditioned upon the receipt by any Party, person or entity of,or limited to the amount of,any insurance proceeds. Section 5.5 Interpretation. For avoidance of doubt and for all purposes of this Agreement: (I) a Party's obligation to Indemnify another Party, person, or entity ("Indemnitee") means that the "Indemnifying" Party shall compensate the Indemnitee for, or secure or protect the Indemnitee against, the harm, loss,damages,costs,expenses,and other liabilities as may be incurred by the Indemnitee,and such obligation shall not be limited solely to third-party claims;and(ii)an indemnifying Party's obligation to hold harmless an Indemnitee means that the indemnifying Party shall not seek compensation from the Indemnitee for,or otherwise seek to make the Indemnitee responsible for,the harm,loss,damages,costs, expenses, and other liabilities incurred by the indemnifying Party. Section 5.6 Survival. With respect to any and all acts,omissions,and incidents that occur prior to the termination of this Agreement, the Parties' respective rights and obligations pursuant to this Section shall survive termination of this Agreement. PART 6. INSURANCE District Agreement Number:24/25-072 Page 7 Requested Department: Multiple Sites Section 6.1 Required Policies. Prior to commencing any of the Services,each Party must procure (if applicable)and, during all periods required by this Agreement, must maintain in effect,the insurance policies required pursuant to this Part 6("Required Policies"). The Required Policies include the following: (i) General Liability Insurance. A policy of commercial general liability insurance that is written on an "occurrence" basis and that provides coverage with a combined single limit of not less than $1,000,000 for all activities conducted by the Party pursuant to this Agreement("General Liability Policy"). The General Liability Policy must include,without limitation,coverage for the contractual liability assumed by the Party pursuant to this Agreement. (ii) Business Auto Liability Insurance. A policy of business auto liability insurance (however denominated)that is written on an "occurrence" basis, and has coverage limits of not less than $1,000,000 per occurrence and $1,000,000 aggregate ("Vehicle Liability Policy"). The Vehicle Liability Policy must include, without limitation, coverage for liability, property damage, bodily Injury,and uninsured-underinsured motorists. (iii) Abuse-Molestation Insurance. A policy of abuse-molestation insurance("Abuse Policy")that:(1) is separate from the General Liability Policy and any professional liability and other insurance policies that the Party may have in effect;(2)is written on an"occurrence"basis;(3)has coverage limits of not less than$1,000,000 per occurrence and$2,000,000 aggregate;(4)provides coverage for direct and vicarious liability associated with sexual misconduct and other physical abuse, and for verbal, emotional, mental, and other non-physical abuse; (5) covers acts and omissions by, among others, the Party's staff; (6) provides coverage for the other Party prior to any determination that an accused abuser is guilty; and (7) provides for payment of defense costs outside the Abuse Policy's coverage limits. The Party shall comply with any and all risk management controls reasonably required by the insurer that Issues the Abuse Policy. (iv) Professional Liability Insurance. Waived (v) Cyber Liability.Waived. (v1) Workers'Compensation Insurance. A policy of workers' compensation insurance as required by California law("Worker Compensation Policy"). Notwithstanding the insurer standards set forth in Section 6.2 herein, coverage provided by the California State Compensation Insurance Fund shall be deemed,with respect to the Worker Compensation Policy,to satisfy such insurer rating standards. Section 6.2 Insurer Standards. The insurance policies required pursuant to this Part 6 must be Issued by one or more Insurers authorized to do business In the State of California and having an A.M. Best Company rating(Best's Rating)of not less than an "A-" (i.e.,"A Minus")and Financial Size Category of not less than"VII." Section 6.3 Situs. Notwithstanding any choice-of-law,conflict-of-laws,or other provision of any federal, state or other law, each of the Party's insurance policies must be "situs" California, so that all interpretations and disputes,if any,shall be subject to and governed by California law,any and all actions and other proceedings to interpret or enforce rights or obligations under the Required Policies shall be initiated and commenced in the County of Orange, California. District Agreement Number:24/25-072 Page 8 Requested Department:Multiple Sites s Section 6.4 Additional Insureds. Each of the General Liability Policy,the Vehicle Liability Policy, and the Abuse Policy maintained by Partner shall name (or be endorsed to name)as additional insureds in connection with this Agreement and the Services:(i)the District,the District Board and each individual member thereof, and the District's other officers, employees,and agents(collectively, but not including the District,the"District Agents"). Each of the General Liability Policy,the Vehicle Liability Policy,and the Abuse Policy maintained by District shall name (or be endorsed to name) as additional insureds in connection with this Agreement and the Services: the Partner, its City Council, officers, officials, employees,volunteers,and agents(collectively,but not including the Partner,the"Partner Agents").The additional insured endorsements must be ISO form CG 2010 11/85 or alternative approved in advance by the District,in its reasonable discretion. For purposes of this Section,and without otherwise limiting the District's discretion to determine an alternative to form CG 2010 11/85, a combination of ISO forms CG 2010 10/01 and CG 2037 10/01 shall be deemed an acceptable alternative to ISO form CG 2010 11/85. Section 6.5 Cross Liability and Subrogation. Subsection 6.5.1 Cross Liability. A cross liability provision in an insurance policy allows the insurance to be applied to each of the policy holder and additional insureds,as if the policy had been issued to each of them, This way,if one insured sues another insured,the insurance policy will still provide coverage. Each of the Required Policies,other than the Worker Compensation Policy,must be endorsed to include a cross liability provision, Subsection 6.5.2 Subrogation. A waiver of subrogation ensures that,if an Insurer pays on a claim or loss, the insurer won't be able to then pursue another party for reimbursement of the amounts paid. An insurance policy may or may not provide for subrogation as to additional insureds,but an insured party typically can waive subrogation on behalf of its insurers. With respect to the Required Policies, each Party hereby waives, on behalf of itself and its insurers, any and all rights of subrogation against the other Party and its Agents. In addition, each of the Policies required by this Agreement must be endorsed to include a waiver of subrogation applicable to the other Party and its Agents. Section 6.6 Each Party's Insurance is Primary. To the extent permitted by law,the Required Policies for each Party shall be primary and non-contributing with respect to any insurance or self- Insurance programs covering the other Party and its Agents. Each of the General Liability Policy, the Vehicle Liability Policy,and the Abuse Policy must be endorsed to provide that it is so primary and non- contributory. Section 6.7 Deductibles and Self-insured Retentions. Waived. Section 6.8 Evidence of Coverage. Prior to,and as a condition precedent to, commencing the Services, each Party must provide to the other Party such duly-authorized and executed certificates of insurance or letters of self-insurance as reasonable evidence that Required Policies are in full force and effect (each a "Certificate of Insurance"), together with a copy of each and all endorsements required pursuant to this Agreement. The Certificates of Insurance shall identify those who are to be named as additional insureds in accordance with this Agreement. Each Party must,as applicable:(i)provide written notice to the other Party not less than thirty days prior to any cancellation, termination, reduction in coverage,or expiration without renewal of any such Insurance policy;and(II)provide updated Certificates of Insurance to the other Party promptly upon renewal of any of the Required Policies. District Agreement Number:24/25-072 Page 9 Requested Department:Multiple Sites PART 7. DISPUTE RESOLUTION AND TERMINATION Section 7.1 Governing Law. Notwithstanding any conflict-of-laws, choice of law, or other provision in any federal,state, or local law or other governmental requirement,this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Each and every claim, demand, action and other proceeding that arises from this Agreement shall be initiated and conducted only in an appropriate court of competent jurisdiction located in the County of Orange,California. Section 7.2 Dispute Resolution. The Parties desire to quickly and cost-effectively resolve any disputes related to the interpretation or enforcement of this Agreement. Therefore,each Party shall make best efforts to resolve informally any such disputes. If the Parties are able to agree on the terms and procedures for mediation, the Parties may agree that the informal resolution attempts will include mediation of any such dispute. If, not less than thirty calendar days after first making informal attempts to resolve any such dispute,the Informal attempts have been unsuccessful,(or,if the Parties have agreed to mediation,after termination or completion of mediation without resolution of the dispute)either Party may thereafter initiate litigation or other proceedings as deemed appropriate by such Party. Section 7.3 Attorneys'Fees. in connection with any and each claim,demand,action,mediation, arbitration,and other proceeding between or involving the Parties that arises from this Agreement and/or the Services, each Party shall be responsible for paying its own costs, including, without limitation, attorneys' fees and other legal costs and expenses, Including, without limitation, collection expenses, expert witness fees,and court costs. Section 7.4 Termination for Cause. Either Party (as "Alleging Party") may terminate this Agreement,for cause, if the other Party(as"Defaulting Party")has defaulted on Its obligations pursuant to this Agreement and has not cured that default within thirty days following notice from the Alleging Party that details the default in reasonable detail ("Notice of Default"). In the event a Defaulting Party has not timely cured a default within the applicable thirty-day period,the Alleging Party may thereafter provide a notice of termination to the Defaulting Party,and the termination shall be effective immediately upon receipt of the notice by the Defaulting Party. Section 7.5 Termination for Convenience. Notwithstanding anything to the contrary, either Party ("Terminating Party"), at any time and without need for cause or reason, may terminate this Agreement, in whole or in part, by giving written notice of termination to the other Party ("Non- terminating Party"),and such termination shall be effective immediately upon receipt of the notice by the Non-terminating Party. PART 8. MISCELLANEOUS Section 8.1 Assignment. The Partner may not assign any of its rights pursuant to this Agreement or delegate any of its obligations pursuant to this Agreement absent the express written consent of the District,which consent the District may withhold,grant, or condition in Its sole discretion. Section 8.2 Entire Agreement/Amendment. This Agreement sets forth the entire agreement of the Parties with respect to the matters addressed in this Agreement,and this Agreement supersedes and replaces any and all prior and contemporaneous discussions, understandings and agreements with District Agreement Number:24/25-072 Page 10 Requested Department:Multiple Sites respect to such matters. This Agreement may be amended or otherwise modified,in each case,only by a written instrument duly approved,signed,and delivered by both Parties. Section 8.3 Waiver. No waiver by a Party of any provision of this Agreement shall be binding or enforceable unless it is set forth in writing and has been duly approved and signed by the waiving Party. The failure of a Party to seek redress for violation of,or to insist upon,the strict performance of any term or condition of this Agreement,shall not be deemed a waiver by that Party of such term or condition,or prevent a subsequent similar act from again constituting a violation of such term or condition. Section 8.4 Notice. Each notice or demand given pursuant to this Agreement(each a"Notice") must be in writing and delivered by:(i)personal service;(Ii)registered or certified U.S.Mail,return receipt requested, and postage prepaid; (iii) FedEx, UPS, or other reliable private delivery service, signature on delivery receipt required and delivery charges prepaid; or (iv) electronic mail (i.e., email) transmission (with original of the Notice deposited into the U.S. mall, first-class postage prepaid, within twenty-four hours after transmission). Notices: (i) must be addressed and sent to the applicable person(s) and address(es) specified for purposes of Notice in Exhibit B to this Agreement; and (ii) shall be deemed to have been given or served only upon actual receipt by the recipient. As an additional condition to sending a Notice by email,the reference (or"re") line must be specified as"NOTICE:AGREEMENT FOR PARTNER SERVICES." Because email addresses are subject to change more frequently than physical addresses, if a Notice Is to be sent by email, and unless the sender has actual knowledge of the then-current correct email address of each intended recipient,the sender must call and verify the then-current email address of each intended recipient prior to sending the Notice,or must use some other method of delivering the Notice. A Party may change Its address or other contact information for purposes of this Section by written notice in accordance with this Section. This Section shall not be deemed or construed to apply to: (i)communications between the Parties for purposes of the day-to-day administration of this Agreement; or(II)service of process in accordance with any applicable law or rule of court. Section 8.5 Severability. If a court of competent jurisdiction determines that any term, condition,or provision of this Agreement is invalid,void or unenforceable,the remaining provisions shall nevertheless continue in full force and effect, and shall not be affected, impaired or Invalidated in any way. Section 8.6 Exhibits and Recitals. Any and all recitals set forth herein and any and all exhibits attached hereto are hereby incorporated as operative and effective provisions of this Agreement. Section 8.7 Fair and Reasonable interpretations. Each Party acknowledges that, prior to the Effective Date, that Party has received, or had unqualified opportunities to receive, independent advice from its own legal counsel regarding meaning of the provisions herein and the advisability of entering into this Agreement. Therefore,the provisions of this Agreement shall be Interpreted based on their fair and reasonable meanings,and not for or against a Party based on whether that Party or its legal counsel was primarily responsible for drafting this Agreement or any particular provision herein. Section 8.8 Headings and Captions. The headings and captions set forth in this Agreement are for the convenience of the reader only and shall not be deemed to establish,define,or limit the meaning of any Section or other provision. District Agreement Number:24/25-072 Page 11 Requested Department:Multiple Sites Section 8.9 Correct Legal Requirements Deemed Included. Each and every provision required by any applicable law to be included in this Agreement is hereby deemed to be so included, and this Agreement shall be construed and enforced as if all such provisions are so included. Section 8.10 No Third-Party Beneficiaries. The Parties have entered into this Agreement solely for their own purposes, and this Agreement shall not be deemed or construed to: (i) benefit any third party; (ii) create any right for any third party; or (iii) except as provided by law, provide a basis for any claim,demand,action,or other proceeding by any third party. Section 8.11 Agreement is Public Record. Notwithstanding anything to the contrary:(i)nothing in this Agreement shall be deemed or construed to constitute confidential information; and (ii) this Agreement is a public record which the District may disclose in accordance with California law or otherwise. (The remainder of this page intentionally left blank) • District Agreement Number:24/25-072 Page 12 Requested Department:Multiple Sites PART 9. EXECUTION OF AGREEMENT Section 9.1 Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original and all of which,taken together, shall constitute one and the same instrument. Signature pages may be detached from counterpart originals and combined to physically form one or more copies of this Agreement having original signatures of both Parties. Signature pages sent via email shall also constitute original signatures under this Agreement. Section 9.2 Due Authority. Each person who signed this Agreement on behalf of a Party shall be deemed and construed to thereby represent and warrant that he or she has been duly authorized by that Party to sign, and thereby bind the Party to,this Agreement. In witness of the foregoing, the Parties have executed this Agreement, as evidenced by the signatures below of their respective,duly authorized representatives. DISTRICT: PARTNER: Santa Ana Unified School District Santa Ana Zoo By: By: G(/1/n Signature Signature Michael Esparza Alvaro Nunez Printed Name Printed Name Director of Purchasing City Manager Title Title 67/Z.57e Date Signed Date Signed Board of Education Approval Date: ATTES : ennifer L. H City Clerk APPROVED AS TO FORM: Errandon Salvatierra Deputy City Attorney RE MMENDED FOR APPRO ' cott Executive Director, PRCSA District Agreement Number:24/25-072 Page 13 Requested Department: Multiple Sites EXHIBIT"A" SCOPE OF SERVICES Carver teachers and students in grades TK-5 will continue to collaborate in a Citizen Science,Work-Based Learning Collaboration with the Santa Ana Zoo.This collaborative learning program has expanded to now include Heroes and Monroe Elementary for the 24-25 school year.This program will cover specific grade- ' level appropriate, NGSS-aligned curricular activities on campus and zoo grounds, developed and facilitated by both SAUSD staff and zoo educators.Students will be engaged with exploratory learning, challenged to learn from observation/discovery,and build Inquiry skills through real-time observation that is not experienced in a regular classroom setting. Collaborative planning with Santa Ana Zoo education staff and SAUSD personnel will occur on both District and Santa Ana Zoo premises. Scope of Work 2024-2025 Partnership with Carver and Heroes Elementary Schools Santa Ana Unified School District The Santa Ana Zoo Education Department Is thrilled to continue Its partnership with Carver Elementary in enhancing and expanding curriculum for student visits to the Zoo. This year,the program will grow to include students from SAUSD Elementary Schools: Heroes and Monroe Elementary.A team of teachers and zoo staff will develop the curriculum for the NGSS Citizen Science &Work-Based Learning Collaboration.This TK-5 program aims to engage students In exploratory learning,encourage discovery, and build inquiry skills through real-time observation that goes beyond the typical classroom experience. Our goal Is to energize students with hands-on activities and projects that connect with their prior knowledge and the real world. During each visit,students will participate in focused zoo walks,dedicated animal and habitat observation time, and activities aligned with NGSJS standards, all led by their teacher. Zoo Education Staff will introduce the zoo and facilitate additional activities with students, reinforcing the day's focus and creating a direct connection with the zoo. Teachers will also have access to the zoo classroom,where students will continue their learning activities. For each grade level, zoo staff will provide Instructional notes to teachers tq guide their zoo walks and observations. Additional Instructional notes for zoo staff-led activities will supplement the Curriculum. Supplemental materials, such as zoo maps, animal lists, and animal photos,will be created as needed specifically for these programs. Additionally, Santa Ana Zoo education staff will Incorporate project-based learning and conduct student assemblies at the school site, further enriching the educational experience. Admission for students and staff(Including aides)listed In this scope of work will be waived for participation in the program.Additional chaperones will be charged regular zoo admission. Each class will have the opportunity to visit the Zoo twice during the school year.The actual number of visits per class during the 2024-2025 school year will be determined based on availability. District Agreement Number:24/25-072 Page A-I. Requested Department:Multiple Sites EXHIBIT"B" PARTY REPRESENTATIVES Partner A. As of the Effective Date, the Partner Administrators (see Section 1.3 of the main body of this Agreement)are: (I) Lauren Bergh, Curator of Education,who is the primary Partner contact person with respect to administration of this Agreement;and (II) Ethan Fisher, Zoo Manager, who is the secondary Partner contact person in the event the Partner's primary contact person is unavailable or in other extraordinary circumstances, B. As of the Effective Date, the Partner representative to whom Notices are to be sent in accordance with Section 8.4 of the main body of this Agreement,and that person's contact information,are: Send Notices to: Santa Ana Zoo Attn:Lauren Bergh,Curator of Education 1801 E.Chestnut Ave Santa Ana,CA,92701 Email:Ibergh@santa-ana.org District A. As of the Effective Date, the District Administrators (see Section 1.3 of the main body of this Agreement)are: (i) Jimmy Bruhi, Principal, who is the primary District contact person with respect to administration of this Agreement. (ii) Bianca Barquin,Assistant Superintendent,who Is the secondary District contact person in the event the District's primary contact person Is unavailable or in other extraordinary circumstances. B. As of the Effective Date,the District representatives to whom Notices are to be sent In accordance with Section 8.4 of the main body of this Agreement,and their respective contact information,are: $end Notices to: Santa Ana Unified School District Attn:Michael Esparza, Director 1601 E.Chestnut Ave Santa Ana,CA 92701 Email:Michael.Esparza@sausd.us District Agreement Number:24/25-072 Page B-1 Requested Department:Multiple Sites EXHIBIT"C" CERTIFICATION REGARDING ON-SITE PERSONNEL District:Santa Ana Unified School District Consultant:Santa Ana Zoo Agreement:Agreement for Consultant Services dated August 1,2024 The undersigned hereby certifies to the District,subject to penalty for perjury pursuant to the laws of the State of California,that all of the following is true and correct: (i) The undersigned is a duly authorized representative of the Consultant identified above on this form and, in that capacity,has executed this certification on behalf of the Consultant; (Ii) The Consultant has fully complied with the requirements of this Agreement for criminal-history background checks of On-Site Personnel,including,without limitation,with respect to personnel that the Consultant may consider to be employees of its contractors or consultants, If any; (iii) None of the On-Site Personnel Identified on the Attachment(s)to this certification have any pending criminal proceeding for, or have been convicted of, any violent or serious felony as defined in Education Code Section 45122.1; (iv) The Consultant shall permit only those persons identified on the Attachment(s)to this certification to provide any of the Services,or otherwise be present at any of the District's schools. Representative Name: Representative Title: Representative Signature: Date Signed: ._._ District Agreement Number:24/25-072 Page C-1 Requested Department;Multiple Sites EVIDENCE OF COVERAGE DATE(MM/OD/YYYY) --- 6/21/2024 _ This Evidence of Coverage Is used as a matter of Information only and confers no rights upon the Certificate Holder, This Evidence of Coverage does not amend,extend,or alter the coverage afforded by the memoranda listed below, MEMORANDUM NUMBER: 144 JOINT POWERS AUTHORITY(JPA) VA MEMBER _ Alliance of Schools for Cooperative Insurance Programs Santa Ana Unified School District 16560 Bloomfield Avenue 1601 E.Chestnut Avenue Cerritos, CA 90703 Santa Ana CA 92701-6322 www.ASCIP.org CONTACT NAME: Mr.Reshan Caaray PHONE:(562)4048020 cooray@asclp.org This Is to certify that the Alliance of Schools for Cooperative Insurance Programs(ASCIP)Memorandum of Coverages on insurance listed below have been issued to the Covered Party named above for the period indicated. Notwithstanding any requirement,term,or condition of any contract or other document with respect to which this Evidence of Coverage may be used or may pertain,the coverages afforded by the Memorandum of Coverages described herein are subject to all the terms,exclusions,and conditions of such Memorandum of Coverages. TYPE OF COVERAGE N9R MEMORANDUM NUMBER(MCC) (L MMNg1YYYVI POLICY 1201 a.mP LIMIT OF LIABILITY!COVERAGE GENERAL LIABILITY COMBINED SINGLE LIMIT PER OCCURRENCE $ $5,000,000 ✓ OCCURRENCE ,/ MOO #144 7/1/2024 7/1/2025 AGGREGATE $ none _Personalising_fig_ — $ _,/ Errors d Omission ✓ Employment Practices _ $ ... AUTOMOBILE LIABILITY - COMBINED SINGLE LIMIT PER OCCURRENCE $ $5,000,000 AUTOMOTIVE PHYSICAL DAMAGEI MOO #1447/i(2024 7/1/2025 ACTUAL GASH VALUE $ COMPREHENSIVE/COLLISION $ ANY AUTO "•""' ---.— Hired Auto $ _ T_ $ PROPERTY ANPLCEMENNOBI SUBJECT TO POLICY LIMITS,TERMS, ;WILDING fCONTENTS El FIRE,THEFT,RENTAL INTERRUPTION - ^ -- —^" $ $ ................_ ..r ...... _-" $ WORKERSCOMPENSATION N/A EACEI ACCIDENT AND EMPLOYERS'LIABILITY— $ WC STATUTORY LIMITS PER EMPLOYEE $ POLICY LIMIT $ OTHER SUBJECT TO POLICY LIMITS,TERMS,AND CONDITIONS EMPLOYEE OISHONESTY(CRIME) -^—^--- $ ADDITIONAL REMARKS: • As respects to Agreement between the City of Santa Ana and Santa Ana Unified School District CERTIFICATE HOLDER CANCELLATION Should any of the above coverages for the Covered Party be changed or withdrawn prior to the expiration date Issued above, ASCIP will mall '30 days written notice to the Certificate Holder,but failure to mall such notice shall Impose no obligation or liability of City of Santa Ana any kind upon ASCIP,Its agents,or representatives. Parks, Recreation and Community Services 20 Civic Center Plaza Santa Ana CA 92701 AUTHORIZED REPRESENTATIVE: Fritz J.Heirich "ASCIP Is a Joint powers authority pursuant to Article 1(commendeg with Section 0500)Chapter Sat Division 7of Titlel of Die Government Code and Sections 39603 and 81603 of the Education Code. aev4e7 00591297 I L44 12f125 All 'Pipes I Nancy Lopez 16/21/2024 10:50;21 AN IPDT) I ease 1 on 2 Additional Covered Party Endorsement Endorsement No. District: Santa Ana Unified School Dishict 80594297 • Additional Covered Party: Description of Operations, Vehicle, or Property: City olSanta Ann As respects to eement between the City of Santa Ann and Santa Ana its officers,officials,employees,nod volunteers I ladled School District Coverage Period: Effective:7n72024 Expires.12:01 a.m.: 7/1/2025 The coverage provided to the Covered Party is hereby extended by this endorsement to the Additional Covered Party named above in accordance with the provisions contained lit the Memorandum of Coverage(MOC). The coverage extended hereby applies only with respect to liability arising out of activities in the Description of Operations,Vehicle,or Property noted above. ft is intended by ASCIP in issuing this endorsement to defend and/or indemnify the Additional Covered Party. In issuing this endorsement,ASCIP intends and agrees to extend coverage pursuant to the terms and conditions of the MOC to the Additional Covered Party named above only to the extent that the Additional Covered Party faces liability arising out of'claims,demands,or lawsuits claiming money damages on account of bodily injury or property damage as defined and limited in the ASC[P MOC. The limits of liability extended to the Additional Covered Party listed above is $5,000,000 per occurrence for liability. Such insurance as afforded by this policy shall be primary,and any insurance carried by the Additional Covered Party named above shall be in excess and non-contributory, Authorized Representative: • Date Issued:6/21/2024 ASCII,is a joint powers authority pursuant to Article I (commencing with Section 6500)of Chapter 5 of Division 7 of Title 1 of the Government Code and Sections 39603 and 81603 of the Education Code, Rev 5197 40594197 1 L44 124/25 611 Types 1 Nancy Lopez 16/21/2024 10:50:21 AN 16611 19e96 2 oe 2 siAI "4 Santa Ana Unified School District EJy' RISK MANAGEMENT DEPT. Jerry Almendarez ' Superintendent o �♦ p of Schools Angie Digitally signed by June 21,2024 Angie Acevedo City of Santa Ana Dated 2024.07.08 20 Civic Center Plaza Acevedo Santa Ana, CA 92702 10:0 1 a 0 7 -0 7 t 0 0' RE: Insurance Coverage for Santa Ana Unified School District Use of Facilities/Sports Practices and Sports Games 7/01/24—7/01/25 The purpose of this letter is to advise that the Santa Ana Unified School District is insured for General and Automobile Liability from $50,000 to $5,000,000 with the Alliance of Schools for Cooperative Insurance Programs(ASCIP)with a SIR of$50,000. The District is also insured for Property with the Alliance of Schools for Cooperative Insurance Programs(ASCIP) with a SIR of$25,000.The District is also insured with the Alliance of Schools for Cooperative Insurance programs (ASCIP) for Comprehensive Crime and Automobile Physical Damage. All these documents are attached. Additionally, the District has excess liability insurance with the Schools Excess Liability Fund (SELF) from$5,000,000 to$55,000,000. The District is self-insured up to a $1,000,000 for workers' compensation and additionally, the District has Excess Workers' Compensation Insurance with Safety National from the $1,000,000 self-insured retention level. If you have any questions, please call me at(714) 558-5875. Sincerely, Dr. Sara Nazir M.D., M.P.A. Executive Director of Risk Management Enclosure: Copy of Certificate to Consent to Self-Insure#7523 for Workers' Comp Certificate of Insurance and Additional Endorsement from ASCIP 7 Risk MarsagenentDirwr: a REVIEWED&APPROVED Br: 1601 East Chestnut Avenue,Santa Ana, CA 92701-6322,(714)558-55 sxr:r.�.s�t Acs4 � : Risk Management 5pen.ui. 11�.�4.1iSSiSISIi�i�II�i1ie 4,+01",Ii0-i0,00e/i'et4. �•••••i1i•.e••e�•ii••.0440••111111111111`11 I% I 1 • r at i' . I+% I O ' . 1 - _• I) • m U r('. . 4 '.is tti •. - 1 I1 . � v? ,.rr i r�F�r 4 i •/ 14 0 oN 't} el; •'�0) 0 �$4,1�111<il . i1 ,� m. C iu 0 +, /. .� v /` •/ ?1 �� Q En a n .r ♦1 1/ Z U7 0 0 0 sa CJ �1 • d �^ iJ H ,1 Nj H 1 As.I 14 1 d) 0••1 4 i ♦1 ti a PG G7 C t •/.. 44. • A II E,A 4, 8 2 M ›-. 4.4 4 H ° "0 0 1` ` ono ffs L-1 II O0 0, ;* *t L1 u s. v . 0 1 /. H Oaf ri W • / H w 043 E I‘ 1,♦I W H 40 0JJ ♦1 I ' CO + rl 07ti •1 \ • NI i �d /�1 a + i• A o •.f 0 f-1 > al Fx4 .. 14 .0 m IA 4 H N. o\ \ a � H m w ct a -'� /' • • INg /. yI N -i a� to EIw 114 14 /1 �` t�.0 0 34 L 3 i-. 0. j a r; v :iw 0 14 Eg+ w No; � eFA ,t ad D•.1 PI Z C\ 7 Z In 0 1 .'1C a `y ;a P Rink Managtinrnt alistan I. P .0 0.0 E+ ,''t Qd n o '' REv15_V/D L APPR°v'D 8( ', t�� It4' ,,0 ��,t 1el Risk klmagement cperr.lnt `�.0e•ir•lr•sri•iiir✓.0.•ri�•ili••I••t<r.0r•i•st>ii»ili••i/iieIrf .•f•irs t::