HomeMy WebLinkAboutSANTA ANA UNIFIED SCHOOL DISTRICT (23)("A'E R, 6 "I" C`)II] H�_ COUr'411,11H,
D /-\T E OCT 1 12022'
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AGREEMENT FOR NO -COST SPECIAL SERVICES
This Agreement for No -Cost Special Services ("Agreement") is made effective as of August 10,, 2022
("Effective Date") by and between the Santa Ana Unified School District ("District") and Santa Ana Zoo
("Partner"). The District and the Partner may be referred to herein individually as a "Party" and
collectiveiy as the "Parties."
0 . PA cS4 ( 6,7 2
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"): Citizen Science & Work -
Based Learning Collaboration with the Santa Ana Zoo.
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:
PART1. 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 2, 2023.
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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: (1) one or more of the
District Administrators; (ii) other District representatives as the District deems appropriate and/or
necessary; (iii) 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
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provided to employees of the District and/or to which District's employees are normally entitled,
including, without 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 etseq.), 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: (1) 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
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"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 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 Confidentiality Obligation. 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
(II) "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
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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
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. The Parties acknowledge and agree that, for purposes of
Education Code Section 45125.1, the Partner 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 Partner shall, with respect to all On -Site Personnel, comply with the
requirements of Section 45125.1 relating to background checks and criminal history summaries. Prior tc
allowing any of the On -Site Personnel to be present in or at any District school or other property, and
using a form reasonably acceptable to the District, the Partner 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 Partner 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.
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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.
PARTS. INDEMNIFICATION
Section S.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, without limitation, 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
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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, the Partner Representatives, and each of them, with respect to any and all 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
Section 6.1 Required Policies. Prior to commencing any of the Services, the Partner 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 Partner pursuant to this Agreement ("General
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Liability Policy"). The General Liability Policy must include, without limitation, coverage for the
contractual liability assumed by the Partner 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 Partner 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 Partner's staff; (6) provides coverage for the District 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 Partner 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.
(vi) 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 Partner'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.
Section 6.4 Additional Insureds. Each of the General Liability Policy, the Vehicle Liability
Policy, and the Abuse Policy 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"). The additional insured endorsements must be ISO form CG 201011/85
or alternative approved in advance by the District, in its reasonable discretion. For purposes of this
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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 201011/85.
Section 6.5 Waiver of Subrogation. With respect to the District and the District Agents, the
Partner, on behalf of itself and its insurers, hereby waives any and all rights to subrogation that any such
insurer may acquire by virtue of the payment of any loss in connection with the Required Policies. Each
of the General Liability Policy, the Vehicle Liability Policy, the Abuse Policy, and the Professional Liability
Policy must be endorsed with a cross -liability endorsement and a waiver of the insurer's rights of
subrogation against the District and the District Agents. The Worker Compensation Policy must be
endorsed with a waiver of the insurer's rights of subrogation against the District and the District Agents.
Section 6.6 Partner Insurance is Primary. To the extent permitted by law, the Required
Policies shall be primary and non-contributing with respect to any insurance or self-insurance programs
covering the District and/or any of the District Agents. Each of the General Liability Policy, the Vehicle
Liability Policy, the Abuse Policy, Cyber Liability, and the Professional Liability Policy must be endorsed to
provide that it is so primary and non-contributory.
Section 6.7 Deductibles and Self -Insured Retentions. Prior to commencing any of services
pursuant to this Agreement, the Partner must disclose in writing to the District any and all deductibles
and self -insured retentions applicable to any of the insurance policies the Partner is to have in effect
pursuant to this Agreement. Each deductible or self -insured retention requirement in excess of $10,000
is subject to discretionary approval by the District and, at the option of the District, the Partner either: (1)
must cause the insurer to reduce or eliminate such deductibles or self -insured retentions with respect to
claims arising in connection with this Agreement; or (ii) must provide a financial guarantee satisfactory
to the District that guarantees payment of losses and related investigations, claim administration, and
defense expenses. Each insurance policy that is subject to any deductible or self -insured retention must
be endorsed to permit the District to pay the deductible or retention in the event the Partner is the
subject of any bankruptcy proceeding (whether voluntary or involuntary) or otherwise is unable to, or
does not, pay such amount.
Section 6.8 Evidence of Coverage. Prior to, and as a condition precedent to, commencing the
Services, the Partner must provide to the District such duly -authorized and executed certificates of
insurance as reasonably 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. The Partner must, as applicable: (1) provide written notice to the
District 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 District promptly upon renewal of any of the Required Policies.
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
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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 District Termination for Convenience. Notwithstanding anything to the contrary,
the District, 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 Partner, and such termination shall be effective
immediately upon receipt of the notice by the Partner.
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
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
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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. mail, 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.
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
District Agreement Number: 22/23-171 Page 11
005382.0128R�quested Department: Carver Elementary School
073334.2
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:(!)
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: 22/23-171 Page 12
005382.01289�quested Department: Carver Elementary School
073334.2
PART9. 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.
Section9.2 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:
Santa Ana Unified School District
By:
ig,nature
Johnny Leuta
Printed Name
Controller
Title
lo Lulzow
Date Signed
Board of Education Approval Date:
PARTNER:
Santa Ana Zoo
By:
Signature
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PrintedAlame
6.164 AaAaCIP4'
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ATT
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Clerk of the Council
APPRO a5 TO FORM:
:don Salvati�erra
Deputy City Attorney
Im
Mrs,
District Agreement Number: 22/23-171 Community Services Agency Page 13
005382.0128'ftuested Department: Carver Elementary School
073334.2
EXHIBIT "A"
SCOPE OF SERVICES
Scope of Work
2022-2023 Partnership with Carver Elementary School
Santa Ana Unified School District
The Santa Ana Zoo Education Department is excited to partner with Carer Elementary in the
development and expansion of curriculum for student visits to the Zoo. Curriculum for the NGSS
Citizen Science & Work -Based Learning Collaboration was developed by a team of teachers and
zoo staff. This TK-5 program will engage students in exploratory learning, challenge them to learn
from discovery, build their inquiry skills through real-time observation that is not experienced in a
regular classroom setting. Our goal is that students will be energized to engage with hands-on
activities and projects that connect with prior knowledge and the real world.
During each visit, students will experience multiple zoo walks, dedicated animal and habitat
observation time and activities aligned with NGSS standards led by their teacher. Zoo Education
Staff will provide an introduction to the zoo and facilitate additional activities directly with students,
reinforcing their focus for the day and creating a direct connection with the zoo. Teachers will also
have access to the zoo classroom where students will be engaged in continuous learning
activities.
For each grade level, the zoo staff will provide instructional notes to teachers that will guide their
zoo walks and observations. Instructional notes on the facilitation of zoo staff led activities will be
provided as a supplement to the Curriculum. Supplemental materials, such as zoo maps, Zoo
Animal lists, and animal photos are created specifically for these programs as needed. (Attached).
Admission for Carver Elementary students and staff (including aides) will be waived for
participation in this program. Additional chaperones will be charged regular zoo admission. Total
number of visits per class during the 2022-2023 school year is to be determined based on
availability.
District Agreement Number: 22/23-171 Page A-1
005382.0128R�quested Department: Carver Elementary School
073334.2
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 Bruhl, Principal, Carver Elementary School, who is the primary District contact person
with respect to administration of this Agreement.
(ii) Don Isbell, Director, Career Technical Education, who is the secondary District contact
person in the event the District's primary contact person is unavailable or in other
extraordinary circumstances.
(iii) Dr. Lorraine Perez, Deputy Superintendent, Educational Services, who is the tertiary District
contact person in the event the District's primary and secondary contact persons are
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:
Send Notices to:
Santa Ana Unified School District
Attn: Purchasing Department
1601 E. Chestnut Ave
Santa Ana, CA 92701
Email: Purchasing.Contracts@SAUSD.US
District Agreement Number: 22/23-171
005382.0128Wquested Department: Carver Elementary School
073334.2
Send copies of Notices to:
Santa Ana Unified School District
Attn: Janea Marking, Associate
Superintendent/CBO
1601 E. Chestnut Ave
Santa Ana, CA 92701
Email: Janea.Marking@sausd.us
Page B-1