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HomeMy WebLinkAboutItem 20 - As-Needed Short-Term Santa Ana Zoo Exhibits Parks, Recreation, and Community Services https://www.santa-ana.org/parks Item # 20 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report June 15, 2021 TOPIC: As-Needed Short-Term Santa Ana Zoo Exhibits AGENDA TITLE: Approve Agreements with Breeze Creative, Imagine Exhibitions and Spineless Wonders to Provide As-Needed Short-Term Santa Ana Zoo Exhibits for an Annual Aggregate Amount of $250,000 and a Total Aggregate Amount Not to Exceed $750,000 for the period June 15, 2021 to December 31, 2023 (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements with Breeze Creative LLC, Imagine Exhibitions, Inc., and Spineless Wonders to provide as-needed short-term Santa Ana Zoo exhibits for an annual aggregate amount of $250,000 and a total aggregate amount of $750,000 from June 15, 2021 to December 31, 2023, to be funded by the Cannabis Public Benefit Fund, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The hosting of temporary or short-term exhibits is a standard in the museum industry, including our local Bowers Museum and Discovery Cube, and has become more common at zoos as well. These exhibits create new, exciting experiences for youth and their families returning to the facility, and welcomes youth with specific interests while introducing them to the organization for the first time. Exhibits are created from pre- existing collections, installed and maintained at the zoo by the provider, and collected for use at another facility at the end of the run. Exhibit providers will provide training and educational resources for use by zoo staff and volunteers during the exhibit run. New temporary exhibits each year capture the attention of a wide variety of interests, which creates return visits to the zoo. Through repeat experiences, a connection between the Zoo and our community builds while presenting opportunities for education through recreation and natural curiosity. Exhibits will run for a defined period and be included with general zoo admission for all guests. All exhibit components will be outdoors with accommodations for inclement weather and will be fully accessible to guests of all abilities. As part of the Community Connections: The Zoo and You, programs designed specifically for Santa Ana youth (ages 0-26) will be developed and include opportunities to dive deeper into the animals, Approve as-needed short-term zoo exhibit agreements June 15, 2021 Page 2 1 8 1 9 scientific concepts, and technology presented by each exhibit. Resources will also be made available for local educators bringing their student groups to visit the zoo during the exhibit run. These special exhibits will also provide new opportunities for zoo youth volunteers to become subject experts, improve their research and communication skills and share their excitement for the subject presented with other youth. Through short- term, temporary exhibits unique to the zoo, local youth will have new opportunities to explore a variety of species, habitats and technology while supporting their science education and creating life-long connections to the natural world. The temporary addition of exhibits like life-sized dinosaurs, live butterflies and interactive experiences will provide new and engaging experiences for Santa Ana youth. Possible exhibits like a collection of life-sized, animatronic dinosaurs will introduce youth to a new time-period and show the connections between prehistoric and modern animals and their habitats. Children will be attracted to the sheer scale of the featured species, while older youth can dive into the details of each individual exhibit presented with scientifically accurate information. A walk-through butterfly aviary is another possibility and is one of the most requested exhibits at the zoo. Youth will enjoy photographing and watching the colorful inhabitants possibly feeding, creating an instant connection to the natural world. With the ubiquitous presence of technology, access to interactive virtual experiences with a greater purpose creates more proficiency for youth. Technology that encourages the natural creativity of young children, captures their creations and makes them come to life in real-world experiences is available. Children learn about new species by creating their own animals and placing them in a virtual environment. Older youth discover changing habitats by creating and solving environmental problems and seeing how their choices directly affect the world around them. These are some of the possibilities that can allow Santa Ana youth and their families to enjoy new experiences in safe and familiar settings. On October 5, 2020, the Parks, Recreation and Community Services Agency (PRCSA) issued a Request for Proposal (RFP) for short-term special youth exhibits at the Santa Ana Zoo. The City notified 159 companies (17 Santa Ana companies), and five companies submitted proposals (zero Santa Ana companies) to provide a services. An evaluation committee reviewed and rated the proposals. The proposals were evaluated according to the criteria listed in the RFP, which includes firm/team experience, relevant project experience, references, manner for performing service, schedule, operational plans and fee. The results of the RFP evaluation were as follows: Approve as-needed short-term zoo exhibit agreements June 15, 2021 Page 3 1 8 1 9 Company Ranking Billings Productions 269 Spineless Wonders 269 Imagine Exhibitions 258 Breeze Creative 230 Songbear Studios 174 Staff recommends entering into agreements with Spineless Wonders, Imagine Exhibitions and Breeze Creative. While PRCSA is not entering into an agreement with Billings Productions at this time, staff is working on general agreement terms with the vendor and expect to return to the City Council at a future date to add this vendor to the list of three zoo exhibit vendors and include them as part of the established aggregate total of $750,000. In order to provide the best services to the City, staff will endeavor to distribute work equally among the four companies, but reserves the right to assign work to one or more over another based on the needs of the Santa Ana Zoo. Specific zoo exhibit costs will be negotiated based on the term and type of exhibit as well as information provided in the proposal. Upon agreement of specific zoo exhibit terms, a letter agreement will be prepared and executed by the Executive Director of the Parks, Recreation and Community Services Agency. FISCAL IMPACT Funds are available in the following account for the current year and will be budgeted and made available in subsequent years. As part of the Citywide carry forward process, PRCSA will submit to the Finance Department a request for any unspent and encumbered balance to be carried forward into subsequent fiscal years during the term of the agreement, which will be compiled with requests from other departments and will be presented to the City Council at a future date. The intended spending plan is as follows, subject to change: Fiscal Year Accounting Unit-Account # Fund Description Accounting Unit, Account Description Amount FY 20-21 01213020- 62300 Cannabis Public Benefit Fund PRCSA-Administration, Contract Services-Professional $250,000 FY 21-22 01213020- 62300 Cannabis Public Benefit Fund PRCSA-Administration, Contract Services-Professional $250,000 FY 22-23 01213020- 62300 Cannabis Public Benefit Fund PRCSA-Administration, Contract Services-Professional $250,000 Approve as-needed short-term zoo exhibit agreements June 15, 2021 Page 4 1 8 1 9 EXHIBIT(S) 1. Agreement Submitted By: Lisa Rudloff, Executive Director of Parks, Recreation and Community Services Approved By: Kristine Ridge, City Manager AGREEMENT TO PROVIDE TEMPORARY EXIDBITS FOR THE SANTA ANA ZOO THIS AGREEMENT is made and entered into this 15th day of June, 2021, by and between Breeze Creative LLC, a Florida limited liability company ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of Cali fornia (''City''). RECITALS A.In October of 2020, the City issued Request for Proposal ("RFP") No. 20-104, by which it sought Consultants for temporary special exhibits as needed for the Santa Ana Zoo. B.Consultant submitted a responsive proposal dated November 11, 2020 and was among those companies selected by the City to be awarded an Agreement. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-104 and attached as Exhibit A. C.In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1.SCOPE OF SERVICES a.On an as-nee ded basis, and at the sole discretion of City, Consultant sh all provide digital interactive exhibits pursuant to the parameters described in Exhibit A. The exhibits are anticipated to run during the Spring and Summer season (appro ximately March-July of 2021, 2022, and 2023 but subject to negotiation). b.When the need for services arise, City may initiate services through use of a letter agreement which will set forth the specific details as to the special temporary exhibit selected by the City including but not limited to set up, take down, and mainten ance, executed by the Executive Director of the Parks, Recreation, and Community Services Agenc y and the Consultant. c.Work by the Consultant may not proceed absent a previously engaged or fully executed consultant agreement and letter agreement for a specific project. 2.COMPENSATION a.City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of four (4) Consultants selected to provide temporary exhibits for the Santa Ana Zoo on an as needed basis under RFQ No. 20-104. The total Page 1 of 10 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Exhibit1 Page 1 of 10 AGREEMENT TO PROVIDE TEMPORARY EXHIBITS FOR THE SANTA ANA ZOO THIS AGREEMENT is made and entered into this 5th day of June, 2021, by and between Imagine Exhibitions, Inc. a Georgia corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). RECITALS A.In October of 2020, the City issued Request for Proposal (“RFP”) No. 20-104, by which it sought Consultants for temporary special exhibits as needed for the Santa Ana Zoo. B.Consultant submitted a responsive proposal dated November 12, 2020 and was among those companies selected by the City to be awarded an Agreement. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-104 and attached as Exhibit A. C.In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. On an as-needed basis, and at the sole discretion of City, Consultant shall provide traveling exhibitions for use at the Santa Ana Zoo pursuant to the parameters described in Exhibit A. The exhibits are anticipated to run during the Spring and Summer season (approximately March –July of 2021, 2022, and 2023 but subject to negotiation). b. When the need for services arise, City may initiate services through use of a letter agreement which will set forth the specific details as to the special temporary exhibit selected by the City including but not limited to set up, take down, location, and maintenance, executed by the Executive Director of the Parks, Recreation, and Community Services Agency and the Consultant. c. Work by the Consultant may not proceed absent a previously engaged or fully executed consultant agreement and letter agreement for a specific project. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of four Consultants selected to provide temporary exhibits for the Exhibit 2 Page 2 of 10 Santa Ana Zoo on an as needed basis under RFQ No. 20-104. The total compensation for services provided by all Consultants selected under RFQ No. 20- 104 is a collective amount not to exceed seven hundred and fifty thousand dollars ($750,000.00) during the term of the Agreement, including any extension periods. b. This Agreement is contingent upon funding. In the event that funding is not allocated or is reduced to a level that will not support use of the special temporary exhibits, the City may terminate this Agreement immediately upon seven (7) days written notice to the Consultant. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for two (2) years until December 31, 2023, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. Exhibit 2 Page 3 of 10 b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Instructor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note – required only if auto is used in performance of work). c. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $5,000,000 per occurrence or claim. e. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Santa Ana requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Ana. f. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and SAM policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage- For any claims related to this contract, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. 3. Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation in a form approved by the City. 4. Waiver of Subrogation- Consultant hereby grants to City of Santa Ana a waiver of any right to subrogation, which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. 5. Self-Insured Retentions- Self-insured retentions must be declared to and approved by the City of Santa Ana. The City of Santa Ana may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City of Exhibit 2 Page 4 of 10 Santa Ana. g. Failure to provide or maintain insurance coverage as required by this Agreement is grounds for immediate terminate of this Agreement. 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 7. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 8. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created Exhibit 2 Page 5 of 10 pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Executive Director Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, CA 92702 Exhibit 2 Page 6 of 10 To Consultant: Imagine Exhibitions, Inc. 2870 Peachtree Road # 418 Atlanta, Georgia 30305 Email: ddonohue@imagineexhibitions.com Attention: Tom Zaller, CEO A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Exhibit 2 Page 7 of 10 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case, such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work, which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Exhibit 2 Page 8 of 10 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. This Agreement may be signed electronically and in counterparts. All signature pages, whether containing electronic signatures or wet signatures can be combined to create an original Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA ________________________ _________________________ Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM SONIA R. CARVALHO CONSULTANT City Attorney By: _____________________ ____________________________ Laura A. Rossini By: Tom Zaller Chief Assistant City Attorney Title: CEO RECOMMENDED FOR APPROVAL ____________________________ Lisa Rudloff Executive Director Parks, Recreation, & Community Services Agency _____________________ Laura A. Rossini hi f i i ______ Tom Z Exhibit 2 Page 9 of 10 EXHIBIT A SCOPE OF SERVICES Exhibit 2 City of Santa Ana RFP 20-104 Page 12 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SHORT-TERM SPECIAL YOUTH EXHIBITS AT THE SANTA ANA ZOO RFP NO.: 20-104 BACKGROUND AND INTRODUCTION: Santa Ana Zoo: The Santa Ana Zoo at Prentice Park’s mission is: The Santa Ana Zoo, through fun, adventure, and learning, empowers the community to save wildlife and wild spaces. The Zoo first opened in 1952 on land donated to the City of Santa Ana by a local businessman, Joseph Edward Prentice. His conditions on the grant deed stated the land must always be a city park, the park be named Prentice Park, and the city maintain a zoo with ample accommodations for at least 50 monkeys. The Zoo is owned and operated by the City of Santa Ana and receives additional financial support from the zoo society, Friends of Santa Ana Zoo, a private 501(c)3 non-profit entity. The Zoo is open to the public 10:00 AM to 5:00 PM seven days a week, 362 days a year, and averages 250,000 visitors yearly. In 2018, a new Master Plan and Strategic Plan for the Santa Ana Zoo including the development of new exhibits and experiences for zoo guests was adopted. Strategic goals include enhancing the zoo by continually delivering high-quality improvements to the guest experience, better connecting to our local community, and consistently providing new experience enhancements or attractions for new visitors and diverse audiences. Studies show that experiential education (learning through play, shared and first-hand experiences) is vital to science education and creating life-long connections to the natural world. Short-Term Special Exhibits: The Zoo is seeking one or more PROPOSERS to provide one or more Short-Term Special Exhibits. The contracted PROPOSER(S) will provide a turn-key exhibit that is family-friendly, educational, animal and/or non-animal themed. PROPOSERS’S OBLIGATIONS: 1. The CITY seeks an independent contractor who will provide and operate one or more unique special exhibits. The exhibits are anticipated to run during the Spring/Summer season (approximately March – July) of years 2021, 2022, 2023. 1.1. The specific exhibit run is subject to negotiation depending on the needs of the CITY and availability of the exhibit. The exhibit will be physically located at 1801 E. Chestnut Ave. Santa Ana, CA 92701 1.2. The exhibit will be located outdoors and any necessary accommodations for inclement weather (i.e. shade structures or tents) need to be detailed in the proposal. Exhibit 2 City of Santa Ana RFP 20-104 Page 13 1.3. The PROPOSER will ensure the exhibit envelope is fully ADA accessible. 1.4. PROPOSER will provide public access to the exhibit during normal Zoo operating hours; - - 10:00am – 5:00pm -- seven days a week. Staffing levels and hours of operation will be approved by the Zoo Manager. The PROPOSER may need to provide additional access for special events or promotions. 1.5. Exhibit access will be included in zoo admission; no fees are to be charged for special exhibit access. Fees may be charged for experience up-sells, such as animal food. Fee waivers may be provided for certain groups at request of the CITY and this is negotiable. 1.6. PROPOSER will provide exhibit layout information for one or more of the designated areas on the included map. Exhibit may be located entirely in one location, or spread out to multiple locations depending on the nature of the exhibit. 1.7. All services shall be performed in the highest professional manner, and in accordance with the current industry standards. Unless the means or methods of performing a task are specified elsewhere by the CITY, PROPOSER shall employ methods that are generally accepted and used by the museum industry. 2. OPERATION OF THE EXHIBIT 2.1. PROPOSER shall be responsible for the transportation, set-up, maintenance, security, and break down of the exhibit(s). All barriers and portable displays including signboards and signage are the responsibility of the PROPOSER. Placement and appropriateness of items will be determined by the Zoo Manager. 2.2. CITY will provide access to the exhibit area from 8:00am – 6:00pm as requested for exhibit set-up, maintenance, and break down. Dates and times to be scheduled between PROPOSER and CITY. 2.3. All materials used must be flame retardant. Items cannot be attached to Zoo buildings or structures (inside or outside) without prior approval by the Zoo Manager. 2.4. PROPOSER will provide own vehicle for the transportation of equipment and supplies. The CITY must approve vehicle and it must meet all requirements of the State of California, Department of Motor Vehicles and maintain adequate insurance. 2.5. PROPOSER will provide any advertising, marketing, educational and other print materials and graphics as part of the proposal. Such materials accompanying the exhibit must be approved by the Zoo Manager prior to public distribution. 2.6. Fees for Sale of Animal Food: Operator shall be allowed to establish fees for sale of animal food if applicable to the exhibit type. These fees shall be subject to the approval of the City, Parks, Recreation and Community Services Executive Director and listed in the City’s Resolution of fees which is published with the annual budget. Any change in the fee structure will only be permitted with the prior written approval of the Executive Director and in compliance with any applicable law. Exhibit 2 City of Santa Ana RFP 20-104 Page 14 2.7. Any live animals that are part of the exhibit (such as butterflies) must remain secured within the exhibit at all times. Any permits, transportation, acquisition, veterinary care, etc. for such animals is the full responsibility of the PROPOSER. 2.7.1. Exhibits with regulated live animals (ectotherms) must have double-door containment and fully comply with any USDA APHIS and local requirements. 2.7.2. Exhibits with live animals must have handwashing areas provided by the PROPOSER unless they’re already nearby (within 30’). 3. MAINTENANCE AND FACILITIES 3.1. Any equipment brought on site by the PROPOSER must have prior written approval from the CITY. The PROPOSER shall repair and maintain at its expense any damage, including maintenance or repair necessitated by ordinary wear and tear. Equipment necessary to the proper function of the operation that cannot be repaired shall be replaced by the PROPOSER. The replacement or addition of equipment will first be discussed with the CITY to determine the responsibility of cost and feasibility of location. 3.2. PROPOSER agrees to maintain designated exhibit areas. If the CITY staff must clean the exhibit areas after the PROPOSER has been the sole user of said areas, PROPOSER will be charged at rate of $50per labor hour. Alternatively, the PROPOSER may establish a maintenance program with the CITY and necessary training. 3.3. PROPOSER is responsible for the coordination and supervision of all subcontractors. 3.4. The CITY will maintain the water, natural gas, electrical, and sewer lines except in cases where the PROPOSER’S direct negligence causes major maintenance repair expense. Should the PROPOSER require additional utility capacity and/or outlets beyond those existing and available, the cost of such installation and hookups will be at the PROPOSER’S expense after required CITY approval. Utility access may be limited in some potential exhibit locations. 3.5. The location of the exhibit must be documented with photos before set up, and the area returned to the same condition after removal of the exhibit. If the exhibit is held on a turf area, the turf must be restored to original condition afterwards. 4. TRAINING AND STAFF 4.1. PROPOSER is responsible for staffing stand-alone exhibits, including guest access control and instruction, animal food distribution (when applicable), and daily exhibit opening and closing. PROPOSER shall maintain a current employee manual that addresses operational procedures and on-going training in providing efficient and effective service to customers. Copies shall be readily available for review by CITY staff. 4.2. PROPOSER is encouraged to include opportunities for local youth volunteers and paid youth interns to contribute to exhibit staffing. Paid internships and volunteer opportunities Exhibit 2 City of Santa Ana RFP 20-104 Page 15 shall be coordinated with the Zoo Education Department to best serve the Santa Ana community. At no time may the exhibit be staffed solely by volunteers. 4.3. The CITY shall have the right to recommend the discharge of any Exhibit employee for, but not limited to, the following reasons: 4.3.1. Theft and/or vandalism. 4.3.2. Sexual harassment. 4.3.3. Use of abusive or profane language. 4.3.4. Substance and/or alcohol abuse. 4.3.5. For any other conduct deemed by the CITY to be contrary to the best interests of the CITY. 4.4. In lieu of staffing the exhibit, the PROPOSER may provide for consideration by the CITY a standard operating procedure for the CITY to staff the exhibit. 5. SPECIAL CONSIDERATIONS AT A ZOO FACILITY 5.1. Unless approval has been granted by the Zoo Manager or their designate, Contractors, Subcontractors, and their employees are not allowed: 5.1.1. To enter any paddock, holding cage, or other enclosure in which an animal of any kind is housed. 5.1.2. To attempt at any time or in any circumstance, to touch, handle, or otherwise manipulate any animal. 5.1.3. To cross safety barriers or enter non-public areas. 5.1.4. To remain on zoo grounds after violating these rules. Anyone who fails to comply with the above instructions will be considered in breach of their contract, and escorted from Zoo property. Exhibit 2 City of Santa Ana RFP 20-104 Page 16 Exhibit 2 City of Santa Ana RFP 20-104 Page 17 Exhibit 2 Page 10 of 10 EXHIBIT B FEES AND COMPENSATION Exhibit 2  EKJC!-+@GDK-%'-4FCFCH 0007 & "'1!""-"(',7(& EDUCATE | ENTERTAIN | ENLIGHTEN    !,(+-!1!""-"(',0+)+()(,"' +%(07!,)+","'%.-!(,-,((.+"',-%%-"('-& ,0%%,,!"))"' 7!,)+",('(-"'%.-!%(%%(+4&!"'+2'(-!+"-&,,!(0'('-! !'"%"+,-!--!'-'((&.,-)+(/"7!%' -!(-"&(+!(,-"' '%1"%5"-' ,"%2F&('-!+'-%4H&('-!4-7('--.,(+1-)+",(+-!(,-"&+&,7 2(."-( +'-&.%-")%1!""-"(',4",(.'-0"%% "/'('%%(-!1!""-"(',+'-7   &+- "  G&('-!+'-%6?DKH4CCC I&('-!+'-%6?EFH4CCC   &,* "  G&('-!+'-%6?EGC4CCC   G&('-!+'-%6?DHC4CCC I&('-!+'-%6?EGC4CCC     G&('-!+'-%6?DJH4CCC I&('-!+'-%6?EGC4CCC  Exhibit 2 Page 1 of 11 AGREEMENT TO PROVIDE TEMPORARY EXHIBITS FOR THE SANTA ANA ZOO THIS AGREEMENT is made and entered into this 15th day of June, 2021, by and between Kraig Anderson doing business as Spineless Wonders (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). RECITALS A.In October of 2020, the City issued Request for Proposal (“RFP”) No. 20-104, by which it sought Consultants for temporary special exhibits as needed for the Santa Ana Zoo. B.Consultant submitted a responsive proposal dated November 12, 2020 and was among those companies selected by the City to be awarded an Agreement. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-104 and attached as Exhibit A. C.In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1.SCOPE OF SERVICES a.On an as-needed basis, and at the sole discretion of City, Consultant shall provide seasonal butterfly exhibit(s) for use at the Santa Ana Zoo pursuant to the parameters described in Exhibit A. The exhibits are anticipated to run during the Spring and Summer season (approximately March – July of 2021, 2022, and 2023 but subject to negotiation). b.When the need for services arise, City may initiate services through use of a letter agreement which will set forth the specific details as to the special temporary exhibit selected by the City including but not limited to set up, take down, location, and maintenance, executed by the Executive Director of the Parks, Recreation, and Community Services Agency and the Consultant. c.Work by the Consultant may not proceed absent a previously engaged or fully executed consultant agreement and letter agreement for a specific project. 2.COMPENSATION a.City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement and pursuant to the fees and charges set forth in Exhibit B. Exhibit 3 Page 2 of 11 Consultant is one of four Consultants selected to provide temporary exhibits for the Santa Ana Zoo on an as needed basis under RFQ No. 20-104. The total compensation for services provided by all Consultants selected under RFQ No. 20-104 is not to exceed seven hundred and fifty thousand dollars ($750,000.00) during the term of the Agreement, including any extension periods. b.This Agreement is contingent upon funding. In the event that funding is not allocated or is reduced to a level that will not support use of the special temporary exhibits, the City may terminate this Agreement immediately upon seven (7) days written notice to the Consultant. c.Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, and Scope of Work, which may reasonably be expected by City. 3.TERM This Agreement shall commence on the date first written above and continue for two (2) years until December 31, 2023, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4.INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5.INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a.Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an “occurrence” basis, including products and completed operations, property Exhibit 3 Page 3 of 11 damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Instructor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note – required only if auto is used in performance of work). c. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $5,000,000 per occurrence or claim. e. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Santa Ana requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Ana. f. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and SAM policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage- For any claims related to this contract, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. 3. Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation in a form approved by the City. 4. Waiver of Subrogation- Consultant hereby grants to City of Santa Ana a waiver of any right to subrogation, which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. 5. Self-Insured Retentions- Self-insured retentions must be declared to and approved by the City of Santa Ana. The City of Santa Ana may require the Consult ant to Exhibit 3 Page 4 of 11 purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City of Santa Ana. g. Failure to provide or maintain insurance coverage as required by this Agreement is grounds for immediate terminate of this Agreement. 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due b y reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reaso n of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for speci al counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 7. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or exhibits provided by Consultant to the City pursuant to this Agreement. 8. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by Exhibit 3 Page 5 of 11 law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Exhibit 3 Page 6 of 11 Executive Director Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Spineless Wonders 12160 Scandia Trail North Scandia, Minnesota 55073 Email: kraig@spinelesswonders.com Attention: Kraig Anderson, Owner A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Exhibit 3 Page 7 of 11 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case, such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work, which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may b e brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder Exhibit 3 Page 8 of 11 and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. This Agreement may be signed electronically and in counterparts. All signature pages, whether containing electronic signatures or wet signatures can be combined to create an original Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA ________________________ _________________________ Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM SONIA R. CARVALHO CONSULTANT City Attorney By: _____________________ ____________________________ Laura A. Rossini By: Kraig Anderson Chief Assistant City Attorney Title: Owner [Signatures continue on the next page] Exhibit 3 Page 9 of 11 RECOMMENDED FOR APPROVAL ____________________________ Lisa Rudloff Executive Director Parks, Recreation, & Community Services Agency Exhibit 3 Page 10 of 11 EXHIBIT A SCOPE OF SERVICES Exhibit 3 City of Santa Ana RFP 20-104 Page 12 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SHORT-TERM SPECIAL YOUTH EXHIBITS AT THE SANTA ANA ZOO RFP NO.: 20-104 BACKGROUND AND INTRODUCTION: Santa Ana Zoo: The Santa Ana Zoo at Prentice Park’s mission is: The Santa Ana Zoo, through fun, adventure, and learning, empowers the community to save wildlife and wild spaces. The Zoo first opened in 1952 on land donated to the City of Santa Ana by a local businessman, Joseph Edward Prentice. His conditions on the grant deed stated the land must always be a city park, the park be named Prentice Park, and the city maintain a zoo with ample accommodations for at least 50 monkeys. The Zoo is owned and operated by the City of Santa Ana and receives additional financial support from the zoo society, Friends of Santa Ana Zoo, a private 501(c)3 non-profit entity. The Zoo is open to the public 10:00 AM to 5:00 PM seven days a week, 362 days a year, and averages 250,000 visitors yearly. In 2018, a new Master Plan and Strategic Plan for the Santa Ana Zoo including the development of new exhibits and experiences for zoo guests was adopted. Strategic goals include enhancing the zoo by continually delivering high-quality improvements to the guest experience, better connecting to our local community, and consistently providing new experience enhancements or attractions for new visitors and diverse audiences. Studies show that experiential education (learning through play, shared and first-hand experiences) is vital to science education and creating life-long connections to the natural world. Short-Term Special Exhibits: The Zoo is seeking one or more PROPOSERS to provide one or more Short-Term Special Exhibits. The contracted PROPOSER(S) will provide a turn-key exhibit that is family-friendly, educational, animal and/or non-animal themed. PROPOSERS’S OBLIGATIONS: 1. The CITY seeks an independent contractor who will provide and operate one or more unique special exhibits. The exhibits are anticipated to run during the Spring/Summer season (approximately March – July) of years 2021, 2022, 2023. 1.1. The specific exhibit run is subject to negotiation depending on the needs of the CITY and availability of the exhibit. The exhibit will be physically located at 1801 E. Chestnut Ave. Santa Ana, CA 92701 1.2. The exhibit will be located outdoors and any necessary accommodations for inclement weather (i.e. shade structures or tents) need to be detailed in the proposal. Exhibit 3 City of Santa Ana RFP 20-104 Page 13 1.3. The PROPOSER will ensure the exhibit envelope is fully ADA accessible. 1.4. PROPOSER will provide public access to the exhibit during normal Zoo operating hours; - - 10:00am – 5:00pm -- seven days a week. Staffing levels and hours of operation will be approved by the Zoo Manager. The PROPOSER may need to provide additional access for special events or promotions. 1.5. Exhibit access will be included in zoo admission; no fees are to be charged for special exhibit access. Fees may be charged for experience up-sells, such as animal food. Fee waivers may be provided for certain groups at request of the CITY and this is negotiable. 1.6. PROPOSER will provide exhibit layout information for one or more of the designated areas on the included map. Exhibit may be located entirely in one location, or spread out to multiple locations depending on the nature of the exhibit. 1.7. All services shall be performed in the highest professional manner, and in accordance with the current industry standards. Unless the means or methods of performing a task are specified elsewhere by the CITY, PROPOSER shall employ methods that are generally accepted and used by the museum industry. 2. OPERATION OF THE EXHIBIT 2.1. PROPOSER shall be responsible for the transportation, set-up, maintenance, security, and break down of the exhibit(s). All barriers and portable displays including signboards and signage are the responsibility of the PROPOSER. Placement and appropriateness of items will be determined by the Zoo Manager. 2.2. CITY will provide access to the exhibit area from 8:00am – 6:00pm as requested for exhibit set-up, maintenance, and break down. Dates and times to be scheduled between PROPOSER and CITY. 2.3. All materials used must be flame retardant. Items cannot be attached to Zoo buildings or structures (inside or outside) without prior approval by the Zoo Manager. 2.4. PROPOSER will provide own vehicle for the transportation of equipment and supplies. The CITY must approve vehicle and it must meet all requirements of the State of California, Department of Motor Vehicles and maintain adequate insurance. 2.5. PROPOSER will provide any advertising, marketing, educational and other print materials and graphics as part of the proposal. Such materials accompanying the exhibit must be approved by the Zoo Manager prior to public distribution. 2.6. Fees for Sale of Animal Food: Operator shall be allowed to establish fees for sale of animal food if applicable to the exhibit type. These fees shall be subject to the approval of the City, Parks, Recreation and Community Services Executive Director and listed in the City’s Resolution of fees which is published with the annual budget. Any change in the fee structure will only be permitted with the prior written approval of the Executive Director and in compliance with any applicable law. Exhibit 3 City of Santa Ana RFP 20-104 Page 14 2.7. Any live animals that are part of the exhibit (such as butterflies) must remain secured within the exhibit at all times. Any permits, transportation, acquisition, veterinary care, etc. for such animals is the full responsibility of the PROPOSER. 2.7.1. Exhibits with regulated live animals (ectotherms) must have double-door containment and fully comply with any USDA APHIS and local requirements. 2.7.2. Exhibits with live animals must have handwashing areas provided by the PROPOSER unless they’re already nearby (within 30’). 3. MAINTENANCE AND FACILITIES 3.1. Any equipment brought on site by the PROPOSER must have prior written approval from the CITY. The PROPOSER shall repair and maintain at its expense any damage, including maintenance or repair necessitated by ordinary wear and tear. Equipment necessary to the proper function of the operation that cannot be repaired shall be replaced by the PROPOSER. The replacement or addition of equipment will first be discussed with the CITY to determine the responsibility of cost and feasibility of location. 3.2. PROPOSER agrees to maintain designated exhibit areas. If the CITY staff must clean the exhibit areas after the PROPOSER has been the sole user of said areas, PROPOSER will be charged at rate of $50per labor hour. Alternatively, the PROPOSER may establish a maintenance program with the CITY and necessary training. 3.3. PROPOSER is responsible for the coordination and supervision of all subcontractors. 3.4. The CITY will maintain the water, natural gas, electrical, and sewer lines except in cases where the PROPOSER’S direct negligence causes major maintenance repair expense. Should the PROPOSER require additional utility capacity and/or outlets beyond those existing and available, the cost of such installation and hookups will be at the PROPOSER’S expense after required CITY approval. Utility access may be limited in some potential exhibit locations. 3.5. The location of the exhibit must be documented with photos before set up, and the area returned to the same condition after removal of the exhibit. If the exhibit is held on a turf area, the turf must be restored to original condition afterwards. 4. TRAINING AND STAFF 4.1. PROPOSER is responsible for staffing stand-alone exhibits, including guest access control and instruction, animal food distribution (when applicable), and daily exhibit opening and closing. PROPOSER shall maintain a current employee manual that addresses operational procedures and on-going training in providing efficient and effective service to customers. Copies shall be readily available for review by CITY staff. 4.2. PROPOSER is encouraged to include opportunities for local youth volunteers and paid youth interns to contribute to exhibit staffing. Paid internships and volunteer opportunities Exhibit 3 City of Santa Ana RFP 20-104 Page 15 shall be coordinated with the Zoo Education Department to best serve the Santa Ana community. At no time may the exhibit be staffed solely by volunteers. 4.3. The CITY shall have the right to recommend the discharge of any Exhibit employee for, but not limited to, the following reasons: 4.3.1. Theft and/or vandalism. 4.3.2. Sexual harassment. 4.3.3. Use of abusive or profane language. 4.3.4. Substance and/or alcohol abuse. 4.3.5. For any other conduct deemed by the CITY to be contrary to the best interests of the CITY. 4.4. In lieu of staffing the exhibit, the PROPOSER may provide for consideration by the CITY a standard operating procedure for the CITY to staff the exhibit. 5. SPECIAL CONSIDERATIONS AT A ZOO FACILITY 5.1. Unless approval has been granted by the Zoo Manager or their designate, Contractors, Subcontractors, and their employees are not allowed: 5.1.1. To enter any paddock, holding cage, or other enclosure in which an animal of any kind is housed. 5.1.2. To attempt at any time or in any circumstance, to touch, handle, or otherwise manipulate any animal. 5.1.3. To cross safety barriers or enter non-public areas. 5.1.4. To remain on zoo grounds after violating these rules. Anyone who fails to comply with the above instructions will be considered in breach of their contract, and escorted from Zoo property. Exhibit 3 City of Santa Ana RFP 20-104 Page 16 Exhibit 3 City of Santa Ana RFP 20-104 Page 17 Exhibit 3 Page 11 of 11 EXHIBIT B FEES AND COMPENSATION Exhibit 3 Exhibit 3