20A - AA - AGMT - CONSTRUCT NEW OCELOT EXHIBIT AS SAZOO

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PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 15`h day of July, 2013 by and between ELM, Inc., a Subchapter S corporation (hereinafter "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 (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of architectural design and preparation of construction documents to design and prepare necessary documents for the proposed new Ocelot Exhibit at the Santa Ana Zoo at Prentice Park. B. Consultant represents that it is able and willing to provide such services to the City. 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 Consultant shall provide architectural and exhibit design; civil engineering; structural engineering; mechanical, electrical and plumbing plans and landscaping design services resulting in contract documents for a new Ocelot Exhibit at the Santa Ana Zoo, as set forth in Consultant's Proposal dated July 8, 2013, attached hereto as Exhibit A and incorporated by reference. 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of City shall be the Executive Director of the Public Works Agency, or his designated representative, and the representative of the Consultant shall be Chris Overdorf, ASLA, or his designated representative. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. DELIVERY OF WORK PRODUCT - OWNERSHIP a. Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. b. Any and all records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, pursuant to this Agreement shall be the property of the City, Consultant agrees to EXHIBIT 3 20A -11