HomeMy WebLinkAbout20A - AA - AGMT - CONSTRUCT NEW OCELOT EXHIBIT AS SAZOOREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JULY 15, 2013
CLERK OF COUNCIL USE ONLY:
TITLE: APPROVED
AGREEMENT WITH FOSAZ FOR ❑ As Recommended
DESIGN AND CONSTRUCTION OF A ❑ As Amended
NEW OCELOT EXHIBIT AT THE SANTA El Ordinance on Reading
El on 2 I d Reading
ANA ZOO (PROJECT NO. 13 -2636) ❑ Implementing Resolution
El Set Public Hearing For_
CONTINUED TO
FILE NUMBER
iv
RECOMMENDED ACTION
1. Authorize the City Manager and Clerk of the Council to execute a funding agreement with
Friends of Santa Ana Zoo for the development of a new ocelot exhibit at the Santa Ana Zoo at
Prentice Park, subject to non - substantive changes approved by the City Manager and City
Attorney.
2. Authorize the City Manager and Clerk of the Council to execute a professional services
agreement with ELM, Inc., for the development of contract documents for a new ocelot exhibit
at the Santa Ana Zoo at Prentice Park, subject to non - substantive changes approved by the
City Manager and City Attorney
3. Approve an appropriation adjustment accepting $350,000 in donations from FOSAZ in the
PRCSA Fees and Donations revenue account (02213002- 57081) and appropriating the same
into the PRCSA Fees and Donations expenditure account (02213200- 66220) for a new ocelot
exhibit project at the Santa Ana Zoo at Prentice Park.
DISCUSSION
These recommended actions will appropriate
documents so that the ocelot exhibit project can
for early 2014.
funds and enable preparation of construction
be competitively bid. Construction is anticipated
In partnership and alignment with the City of Santa Ana, Parks, Recreation & Community Services
Agency's goal of advancing the Master Development Plan for the Santa Ana Zoo, Friends of Santa
Ana Zoo ( FOSAZ) launched an aggressive fundraising campaign for a new ocelot exhibit in 2010.
Due to their efforts, FOSAZ has raised $350,000 through grants and private donors. The City will
be providing matching funds in the amount of $40,000 to begin the design process.
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Agreement with FOSAZ for a New Ocelot Exhibit at Santa Ana Zoo
July 15, 2013
Page 2
The Santa Ana Zoo Master Plan focuses on the Neotropics, which geographically encompasses
the southern portion of Mexico, and Central and South America. Ocelots, also known as dwarf
leopards, are wild cats found throughout this region. The Zoo has historically supported the
Brazilian Ocelot Consortium and the Ocelot Species Survival Plan, and participates in the Felid
Taxon Advisory Group. These organizations all assist with conservation and habitat preservation
for this threatened South American cat.
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, an environmental review was
conducted, resulting in Categorical Exemption No. 2013 -54 being filed for this project.
FISCAL IMPACT
Funds in the amount of $350,000 for the ocelot exhibit project will be deposited into the PRCSA
Fees and Donations revenue account (02213002- 57081) and appropriated into the PRCSA Fees
and Donations expenditure account (02213200- 66220). Matching funds for exhibit design in the
amount of $40,000 has been identified from project balances in Account 05113263- 66220. -
Raul Godinez II,( P
Executive Direct
Public Works Agency
Gerardo Mouet T
Executive Director
Parks, Recreation, &
RG /J G
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez3
Executive Director
Finance & Management Services Agency
munity Services Agency
Exhibits: 1. Project Location Map
2. Funding Agreement
3. Professional Services Agreement, with referenced attachments
al .
FUNDING AGREEMENT
FOR THE DEVELOPMENT OF A NEW OCELOT EXHIBIT
AT THE SANTA ANA ZOO AT PRENTICE PARK
This Funding Agreement (the "Agreement ") made and entered into this _day of July
2013, by and between the City of Santa Ana, a charter City and municipal corporation duly
organized and existing under the Constitution and laws of the state of California (the "City "), and
the Friends of the Santa Ana Zoo, a California non -profit corporation (the "FOSAZ ").
RECITALS
A. The FOSAZ, a California non -profit organization, is generating support revenue and
donations for the City to operate and develop the Santa Ana Zoo at Prentice Park ( "Zoo ").
B. City and FOSAZ desire to develop a new ocelot exhibit (hereafter "the Project ") at
the Zoo.
C. The City will enter into a separate professional services agreement with an
architectural consultant to prepare construction plans and specifications ( "Contract Documents ")
D. The City will facilitate and oversee the process to refine the conceptual plans,
undergo design development and prepare the Contract Documents for the Project, manage the
bidding process, construct and inspect the Project to ensure that the Project is built per the
Contract Documents and meets all governmental codes and requirements.
E. The FOSAZ will provide funding for the Project and solicit further in -kind donations
of materials and labor for ancillary elements which complement the project.
NOW, THEREFORE, in consideration of mutual promises, covenants and agreements
herein set forth, the parties do hereby agree as follows:
1, Scope of Agreement
The purpose of this Agreement is to provide for funding of the ocelot exhibit at the Santa
Ana Zoo at Prentice Park (the "Project "). The FOSAZ have raised funds in grants and
contributions in the amount of Three Hundred Fifty Thousand Dollars ($350,000) which
will be contributed to the City for design and construction of the Project (the "Friends
Funds ").
2. City Duties
A. City shall take the lead to prepare plans and specifications for the design and
installation of the Project. City Zoo staff shall provide guidance and input pertaining to
the design, plans, specifications and installation of improvements of the exhibit. Said
plans and specifications shall be in conformity with all applicable federal, state and local
laws and regulations.
EXHIBIT 2
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B. City shall enter into a professional services agreement with a qualified architectural
firm to finalize the design and prepare Contract Documents.
C. City shall advertise and solicit bids through a competitive public process to obtain a
qualified General Contractor.
D. City shall award the Construction Contract and issue the Notice to Proceed for the
Project upon receipt of funds as described below under Section 3B.
E. City shall manage and oversee Project installation using staff to inspect and approve
all phases of the Project, to ensure conformance to Contract Documents, Public Contract
Code, and all applicable federal, state and local laws and regulations.
F. The construction of the Project shall be funded solely through the donation of Friends
Funds. City shall supply the FOSAZ with quarterly written progress reports which will
include financial information in the format specified by FOSAZ. Any unused funds upon
completion shall be returned to the Friends.
3. The FOSAZ Duties
A. FOSAZ shall provide funding for the Project upfront and will be able to provide input
and comments to the City regarding the design of the Project.
B. FOSAZ shall transfer to City, Friends Funds including grants and contributions which
have been collected on behalf of the City for the Project. Said transfer to the City shall
occur prior to the City award of a construction contract and the Notice to Proceed.
C. FOSAZ shall continue to fundraise on behalf of the Project as necessary, and to
transfer grants and contributions to the City during construction, as they are raised by the
FOSAZ.
D. A representative selected by the FOSAZ shall provide input pertaining to the design
and installation of the project.
4. Time for Performance
All work required pursuant to this Agreement shall commence upon the City's approval
of the Project.
If, for any reason, the construction of the Project does not begin in earnest by March 1,
2014, the City shall then return the Friends Funds to FOSAZ.
Ownership and Maintenance
The ocelot exhibit shall, at all times, be the property of City, and City shall have
maintenance responsibilities thereof.
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4IM1111161"
6. Preparation and Ownership of Documents
It is hereby understood that any and all documents pertaining to the Project design and
construction, including applicable "as- built" drawings, will be created in accordance with the
highest professional quality. All development documents and drawings shall remain the
property of the City.
7. Financial Requirements
The City shall account for all funds requested by and released pursuant to this Agreement and
the disbursement thereof. The City shall maintain a full set of books on a double entry basis
in accordance with generally accepted accounting principles, procedures, and regulations as
deemed necessary by the City. Such records shall be maintained by qualified personnel and
may be accessed in a timely manner. All financial reports and schedules shall be prepared in
accordance with generally accepted accounting principles and City reporting requirements.
8. Indemnification
City agrees to save, indemnify, defend and hold harmless, FOSAZ, its board members,
directors, officers, agents and employees from any and all claims, demands, losses, liens,
expenses (including reasonable attorney's fees) or liability, including but not limited to claims
of damage of property or injury to or death of persons accruing or resulting to any and all
contractors, subcontractors, material men, laborers and any other person, firm or corporation
furnishing or supplying work, services, materials or supplies in connection with the
performance of this Agreement by the City and from any and all claims and losses accruing
or resulting to any person, firm or corporation who may be injured or damaged by the City in
the performance of this Agreement.
9. Conflict of Interest
The following protections against conflict of interest will be upheld:
A. City and FOSAZ certify that no member, officer, or employee of the City and/or
FOSAZ or its designees or agents, and no other public official of City and /or FOSAZ
who exercises any functions or responsibilities with respect to the programs or projects
covered by this Agreement, shall have any interest, direct or indirect in this Agreement,
or in its proceeds during his/her tenure or for at least one (1) year thereafter.
B. City and FOSAZ certify that no one who has any financial interest in this Agreement or
receives compensation for services from City or FOSAZ is related by blood or marriage
within the third degree to the Mayor or any one or more of the members of the City
Council, City Manager, or the head of the department and/or FOSAZ' Board to which
these services are to be provided pursuant to this Agreement.
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10. Governing Law
This Agreement shall be governed by the laws of the State of California with venue in
Orange County.
11. Notices
If either party shall desire or be required to give notice to the other, such notice shall be given
in writing, by prepaid U.S. certified or registered postage, addressed to recipient as follows:
CITY: City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M -30)
Santa Ana, CA 92701
With a copy to: Parks, Recreation and Community Services Agency
26 Civic Center Plaza (M -75)
Santa Ana, CA 92701
ATTN: Executive Director
FOSAZ: Friends of the Santa Ana Zoo
1801 E. Chestnut
Santa Ana, CA 92701
ATTN: Executive Director
12. Modifications
This Agreement may be modified only by written Agreement of all the parties.
13. Signs and Interpretive Aids
At commencement of construction of the Project, at least one temporary sign
acknowledging FOSAZ' assistance shall be located on or near the Project site. This sign
may indicate the percentage and /or dollar amount donated by FOSAZ and its donors.
Signage may be provided by the FOSAZ for City to direct its chosen contractor to display
at the Project construction site. Project signs shall remain installed until completion of the
Project.
FOSAZ and City shall cooperate in the design and placement of permanent donor
recognition signage for the Project.
4
41L'111196'�
IN WITNESS WHEREOF, the parties hereto have executed this Funding Agreement the date
and year first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Lisa Storck
Assistant City Attorney
CITY OF SANTA ANA
Kevin O'Rourke
Interim City Manager
FOSAZ
FRIENDS OF THE SANTA ANA ZOO
Cathi Decker
Executive Director
T1 I
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
provide City with any such materials whenever requested to do so. The City agrees, however, that plans,
drawings or other work product may be used only for the project described herein.
c. Except as set forth in section 3.d., below, services, papers and documents provided by
Consultant pursuant to or arising out of this Agreement are for the exclusive use of the client for this
project only and may not be reused for other projects by the client without Consultant's written consent.
Preliminary and other unsigned plans and drawings are not intended to be used for construction. All final
plans will be signed. The Consultant is not responsible for plans not signed by the Consultant.
d. City may utilize said plans, specifications and documents in connection with the future
expansion or remodel of the Ocelot exhibit at the Santa Ana Zoo. City shall release Consultant from
liability for City's use of said plans in connection with the remodel, expansion of the exhibit, unless the
parties agree otherwise, in writing.
4. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates
and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed
$50,000 during the term of this Agreement.
b. Consultant and City may agree upon the performance of additional work beyond the scope of
the Proposal. Such agreement shall be in writing executed by the Executive Director of Public Works and
Consultant.
c. Payment by City shall be made within thirty (30) days following receipt of proper invoice
evidencing work performed, subject to City accounting procedures. Invoices shall be submitted monthly.
Each invoice shall set forth the services completed in relation to each Phase in the previous month, the
percentage of each Phase completed and invoiced, and the total project budget invoiced. Payment need
not be made for work which fails to meet the standards of performance set forth in the Recitals which
may reasonably be expected by City.
5. TERM
This Agreement shall commence on the date first written above and terminate on June 30, 2014,
unless terminated earlier in accordance with Section 14, below. The term may be extended upon a
writing executed by the Executive Director of Public Works and the City Attorney.
6. 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.
7. 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:
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20A -12
a. Commercial General Liability Insurance. Consultant shall maintain commercial general
liability insurance which shall include, but not be limited to protection against claims arising from bodily
and personal injury, including death resulting therefrom and damage to property, resulting from any act or
occurrence arising out of Consultant's operations in the performance of this Agreement, including,
without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:
single limit coverage applying to bodily and personal injury, including death resulting therefrom, and
property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such
insurance shall be endorsed to (a) name the City, its officers, employees, agents, volunteers and
representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or
self - insurance programs maintained by the City; and (c) contain standard separation of insureds
provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit of
not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and
non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the
Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for
worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work
under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
d. Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Consultant pursuant to
this section:
(i) Consultant shall maintain all insurance required above in full force and effect for
the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
f. If Consultant fails or refuses to produce or maintain the insurance required by this section or
fails or refuses to furnish the City with required proof that insurance has been procured and is in force and
paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
termination shall not effect Consultant's right to be paid for its time and materials expended prior to
notification of termination. Consultant waives the right to receive compensation and agrees to indemnify
the City for any work performed prior to approval of insurance by the City.
8. INDEMNIFICATION
Consultant agrees to 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 negligence,
recklessness or willful misconduct 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 negligence, recklessness or willful misconduct of Consultant
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20A -13
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 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.
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 interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
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 telefacsimile 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
With courtesy copies to:
Executive Director of Public Works
City of Santa Ana
20 Civic Center Plaza (M -36)
P.O. Box 1988
Santa Ana, California 92702
FAX 714 - 647 -5635
And City Attorney
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20A -14
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
FAX 714- 647 -6515
To Consultant: ELM- West
Maritime Building
911 Western Avenue, Suite 575
Seattle, Washington 98104
FAX
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
telefacsimile, 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, 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 nor 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. 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
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20A -15
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.
15. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, training, utilization, promotion, termination or other employment related activities.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
state and local laws and regulations.
16. 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.
17. 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.
18. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow 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.
41l_dI1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
ATTEST:
Maria D. Huizar
Clerk of the Council
Sonia R. Carvalho
City Attorney
By:
Laura Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Raul Godinez II, P.E.
Executive Director
Public Works Agency
CITY OF SANTA ANA
KEVIN O'ROURKE
Acting City Manager
ELM, Inc.
CHRIS OVERDORF, ASLA
Principal
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41l_d_E;,�
Maritime Building
911 Western Ave. - Suite 575
Seattle, WA 98104
tel 206 859 6485
July 8, 2013
City of Santa Ana
c/o Suzi Furjanic
20 Civic Center Plaza
Santa Ana, CA 92701
RE: Santa Ana Zoo Ocelot Habitat
Professional Design Services
Santa Ana, CA
ELM Project # 12 -37.1
Dear Suzi,
As requested, I have revised our Proposal for Professional Design Services dated January 14, 2013
addressed to Cathi Decker, Executive Director Friends of Santa Ana Zoo (FOSAZ) to include all
necessary disciplines and include .
PROJECT UNDERSTANDING
Based on our current understanding our updated proposal reflects the following modified
assumptions with respect to the project and Scope of Work:
1) Anticipated construction budget in the range of $200,000 - $215,000.
2) City of Santa Ana will supply a copy of the 2008 site survey to be used for the project. It is
assumed that any missing survey information will be supplied by the City of Santa Ana.
3) City of Santa Ana will supply necessary geotechnical information as requested from ELM's
structural engineer.
4) Travel expenses will be economized through the use of web -based conferencing and other
communication tools and technologies, with on -site travel limited only to the most critical
project phases and tasks.
5) An appropriate Scope of Work and associated Professional Fee for Construction
Observation /Administration will be determined subsequent to this Agreement, based
upon an updated understanding of the actual project needs.
APPROACH TO SERVICES
The following Scope of Work includes architecture and exhibit design disciplines for the purpose
of creating Construction Documents for the Ocelot Habitat at the Santa Ana Zoo, suitable for
competitive bid and construction. The project team consists of:
• ELM I Seattle, WA — Providing architectural and exhibit design. (Exline Design will be the
project's Architect of Record, with ELM coordinating the project management and
production effort)
• Ron Glazier I Bellingham, WA — Providing advisory zoological planning consultant
services, contributing in -depth knowledge, familiarity, and history of the zoo's campus.
• Krech Ojard I a CA registered structural engineering consulting firm who specializes in
catenary structures for zoological institutions.
• Robert Foley & Associates I Seattle, WA — a civil engineer who specializes in civil
infrastructure projects for small parks & recreation organizations.
• Southland Energy Consultants — a Laguna Beach electrical and plumbing consulting firm
recommended by Steve Sloan and Ron Glazier.
EXHIBIT A
ANTICIPATED SCOPE OF WORK
The "Ocelot Habitat Exhibit" as represented shall include, but not limited to, Habitat /Exhibit
Areas, Holding Buildings, Landscape & Irrigation Design, Public Walkways & Gathering Areas, and
Fencing all based on the concept design workshop facilitated by ELM.
In order to facilitate an efficient design process and to and meet your funding milestones, we
suggest the following work structure, organized around sequential project Phases, as described
below:
PHASE I — SCHEMATIC DESIGN
Task A — Project Kickoff Meeting
The ELM Team will facilitate a one -day schematic design review meeting on -site at the
zoo to evaluate the concept design, attached herein as an Exhibit, with the City of
Santa Ana Public Works Agency, zoo staff and veterninarians, and FOSAZ leadership.
During this meeting we will also review available existing site data (surveys, utility
information) and identify missing information that will be needed by the design team
and identify the best way to gather that information.
During this meeting ELM will establish and present an overall project workplan and
schedule. Because of the time - and - budget - critical nature of the project it is absolutely
crucial that a shared understanding of the design process, critical schedule
milestones, and project objectives are understood. A communication structure and
issue - resolution process will ensure that potential conflicts are identified and resolved
proactively as a part of the design effort, before they become costly problems during
construction.
Task B — Schematic Design Package
Using the last known detailed site survey as a base (or most accurate /appropriate
survey as determined with the Client), ELM will develop a schematic design package
that will include the following.
Exhibit Site Plan
Schematic Layout Plan & Materials
Schematic Floor Plans of the Holding Sheds and Exhibits
Roof Plans
Building & Exhibit Sections
Site Elevations
Schematic Typical Wall Sections
Task C — Schematic Design Review
ELM will facilitate a web - conference with appropriate members of the City of Santa
Ana Public Works Agency, FOSAZ and Santa Ana Zoo staff to review the Schematic
Design Package. During this meeting, the Client will provide input and comment as
appropriate, and the design team will document the outcome of the meeting. It is
anticipated that necessary changes will be identified during this meeting, and that the
Client will provide approval of Schematic Design with the design team reflecting
project team input during the subsequent Design Development Phase of Work.
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PHASE II — DESIGN DEVELOPMENT
Task A — Design Development Package
The design team will further develop the design solution during this phase to a 60%
level -of- completion, describing the dimensions, configuration, surfaces and selected
materials and systems to be used. Included in this phase of work will be a cursory
code research, including a summary of permitting requirements.
The Design Development Package will include:
Site development CAD Base Plan
Building /Floor Plans
Typical Building Cross - Sections
Exhibit Barrier Plans
Preliminary Landscape Site Details
Special design features
Outdoor furniture / Fixtures / Equipment
Outline specifications
Definition of Structural Systems
Storm and Sanitary Sewer System Diagram
Civil Plan
Electrical system and lighting diagram
Task B — Design Development Review
ELM will facilitate a web conference to gather feedback from the City of Santa Ana
Public Works Agency, Zoo staff, FOSAZ, and the project consultant team. During this
conference, refinements to the plan will be presented to the project team for review,
input, and approval. All client- requested input and refinements will be completed
during the subsequent Construction Document Phase of Work.
Task C — City of Santa Ana pre - submittal meeting
City will schedule and facilitate a pre - submittal meeting with appropriate members of
the City of Santa Ana parks, public works, and /or building departments to review the
proposed scope of work and to confirm the preliminary findings with respect to the
project team's code research.
Task D — Design Development Cost Evaluation
During the course of the Design Development Phase, ELM will prepare a
corresponding cost evaluation for the purpose of providing a general order -of-
magnitude understanding of the project's potential construction cost.
PHASE III —CONSTRUCTION DOCUMENTS
Task A —Construction Document Preparation
Following completion and approval of the design development package, ELM will
complete architectural & exhibit site design construction document package design
describing the dimensions, configuration, surfaces and selected materials and systems
to be used in the project's construction, suitable for competitive bid and construction.
At 50% and 90% completion of Contract Documents, ELM will provide a progress set
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in .pdf format for internal plan check and permitting. Following the review periods,
plan check comments will be returned to ELM who will incorporate all noted changes
and revisions. If deemed necessary, ELM will facilitate a web - conference with City of
Santa Ana Public Works Agency, Zoo staff, FOSAZ, and the project consultant team to
review the plans and resolve necessary items requiring coordination.
It is anticipated that the following will be included as a part of the project's
Construction Documents, delivered in the form of print -ready PDF files.
• Cover Sheet
• Demolition Plan /Protection Plan
• Civil Engineering Drawings
• Grading Plan
• Drainage Plan
• Construction Layout Plan for site improvements, including
walkways, fence lines, areas, exhibit and holding building
footprints
• Construction Notes and Details
• Architectural Drawings (Exhibit and Holding Facilities)
• Floor Plan
• Sections
• Elevations
• Schedules
• Roof Plan
• Architectural Details
• Structural Engineering Drawings
• Foundation Plan
• Roof Framing Plan
• Structural Notes and Details
• Structural Calculations
• Mechanical, Electrical and Plumbing Plans and Details
• Landscape and Irrigation Plans
• Technical Specifications (City of Santa Ana to provide "boiler plate"
specs)
Task B —Bid Assistance
ELM will provide assistance in preparation of bid forms and during project bidding.
Task C — Construction Observation
ELM will provide assistance as requested with construction observation. These
services are not included as a part of this Scope of Work, but will be completed as
requested on an hourly time and materials basis as appropriate, or in accordance with
a suitable fee agreement to be established subsequent to this agreement.
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SCHEDULE
ELM will commence work immediately upon Authorization to proceed, and will structure work to
meet all reasonably - established deadlines to be determined together with the Client. ELM will
commit appropriate staff to complete necessary work in accordance with agreed -upon
timeframes and project milestones.
The overall project design schedule is broken down as follows:
Schematic / Design Development One Month
Construction Documents One Month
Bidding Support One Month
PROFESSIONAL FEES
ELM will complete the Scope of Work described above for professional fees as follows:
Schematic Design $ 11,680.00 — fixed professional fee
Design Development $ 13,420.00 —fixed professional fee
Construction Documents $ 21,740.00 —fixed professional fee
In addition to fees for ELM's professional services, costs incurred during the performance of this
work including reproduction /printing, travel /mileage, conference call services, and similar direct
project expenses will be considered reimbursable expenses and include an administrative fee of
1.15 %. Terms of Agreement are included. It is anticipated that Reimbursable Expenses will not
exceed $2,500.00
Total Professional Services Fee (NTE: including Expenses): $49,340.00
ELM's entire staff and project team is very excited about the opportunity to work with the Friends
of Santa Ana Zoo and Zoo Staff to create an outstanding Ocelot Habitat exhibit for the zoo and the
community of Santa Ana. Our team is confident that it will bring amplified value to the City of
Santa Ana, its residents, and zoo guests.
Best regards,
Chris Overdorf, ASLA
Principal
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TERMS OF AGREEMENT
BASIS OF COMPENSATION ELM fees for professional services are based on the hours spent on a project or
phase of design, with a not to exceed maximum per Phase. Principal time is billed at $185 /hour with
designers and support personnel billed from $40 /hour to $163 /hour as appropriate.
Reimbursable expenses are billed at cost plus an administrative fee of 1.15% in addition to the fees for
professional services and shall include all travel - related expenses, long distance telephone calls, printing,
photography, reproductions, copies of drawings and specifications, courier services, consultants, etc.
The fees for professional services are for their scope of work described in the Proposal. Additional
services such as revisions to approved drawings, preparation of record or as -built drawings, meetings and
presentations in addition to those listed in the Proposal, additional construction observation, report
publication and any other services approved by the Client shall be paid at the appropriate hourly rates.
PAYMENTS Monthly payments are due upon acceptanceof the invoice. As a matter of service, each
invoice will be accompanied by a description of the activities completed during the representative period.
Such description shall include the charges for each Phase invoiced, the percent completed for each Phase
and the total percentage progress for each Phase to date. If payments are not received within 30 days of
the invoice date, work will be discontinued and the unpaid balance will bear interest at the rate of 1.5%
per month until paid. Retainers when collected shall be credited on the final invoice.
ACCEPTANCE The proposal is subject to renegotiation if acceptance is not made within 30 days.
The fees and terms shall remain in effect for one year from the date of signature of the Agreement, and
shall be subject to revision at that time, or any time thereafter if ELM gives written notice to the other
party 60 days prior to the requested date of revision. In the event that the parties fail to agree on new
rates, the Agreement may be terminated by either party upon seven days' written notice.
COMMENCEMENT OF WORK Work will commence when ELM receives both a signed Agreement and the
initial payment or retainer specified in the Proposal.
TERMS OF THE AGREEMENT The Agreement may be terminated by either party upon seven days' written
notice for good cause by either party. In the event of ELM termination for cause, ELM shall be paid for all
services performed to termination date including reimbursable expenses.
ARBITRATION Claims, disputes or other matters in question relating to this Agreement between ELM and
the Client shall be subject to and decided by independent arbitration in accordance with the Construction
Industry Arbitration Rules of the American Arbitration Association currently in effect unless all parties
mutually agree otherwise. No claim amount resulting from errors or omissions may be ELM's
responsibility in excess of the professional fee charged and received for this project.
COST ESTIMATES Estimates of project costs and construction costs are made on the basis of experience,
qualifications and best judgment as a design professional familiar with the industry. It is recognized,
however, that neither consultant nor client has any control over construction costs and therefore, ELM
cannot guarantee cost estimates.
PUBLICITY Accurate credit is required whenever the project is publicized or exhibited. Specific
authorization in writing is required for all publicity which utilizes ELM's name in conjunction with project
promotion.
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