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HomeMy WebLinkAboutContracts & Agreements_27-1985_CCv0001.pdf PROFESSIONAL SERVICES CONTRACT FOR PREPARATION OF A HISTORIC PROPERTIES SURVEY CITY OF REDLANDS 1. IDENTIFICATION This Contract is effective as of!" the 3rd day of September, 1985 , by and between the City of Redlands (hereinafter collectively rel"erred to as "CITY") and AEGIS (hereinafter referred to as "AEGIS") . 2. RECITALS WHEREAS, CITY. desires to retain AEGIS to perform professional planning services related to the preparation of Phase II of R-ed.lands historic properties survey; and, WHEREAS, AEGIS is well qualified by reason of education and experience to perforrii such services; and WHBREAS, AEGIS desires to hire Tom A-IC-chley as a subcontractor, and Mr. Atchley is also well qualified by reason of education and exper- ience to perform such services.- and TIHEREAS, AEGIS is willing to render such professional services as hereinafter defined. NON, THEREFORE, for and in consideration of the mutual covenants and conditions herein con-tained, CITY hereby engages AEGIS, and AEGIS agrees to perform the following services. 3 . AGREEMENTS 3 .1 Definitions: The following definitions shall apply to the following terms , except where the terms of this contract otherwise require: 3.1.1 "Project" : The planning services or any portion thereof described in the attached Redlands Survey Proposal labeled Exhibit I and including the methodology and scope of work therein. 3.1.2. Services" : Such professional services as are necessary to be performed by AEGIS in order to conplete the survey described in the aforesaid Exhibit I . 3 .2 Agreements of AEGIS: AEGIS agrees as follows: 3.2 .1 . That AEGIS shall coordinate and prepare Phase II of the Redlands historic survey resulting in an ien 'or y in compliance with standards of the State Office of Historic Ere serva-tion. AEGIS shall utilise the services of Tom Atchlev as a subcontractor. Awill prepare the survey in accordance with the methodology in Exhibit I . The survey results will include the scope of work listed in Exhibit 1 3.2.2 That- AEGIS will, at E 1 ' s sole cast and expense secure such other persons as may, in the opinion of AEGIS, be needed to comply with the terms of the Agreement and, if such: other persons are retained by AEGIS, such persons shall be fully qualified t p r c r i such services. 3.263 . 71hat AEGIS shall use maximum feasible efforts t obtain volunteer assistance from the cr $itis and to find assignments suited to their liking and ability. 3.2 .4 . That AEGIS shall complete work in accordance with the Time Line contained in Exhibit I. 3.2 .5 . invoices for services shall be submitted by AEGIS in accord with the payment schedule contained in Section 3 .3 . 3 ..3 . Agreements of CITY: CITY agrees as follows. 3 .3 .1 . a That CITY shall pay AEGIS the sum of $14,000 .00 for the performance of the services identified in Edit I. That the CITY sell pal), AEGIS additional sum for reimbursable iters listed in Exhibit . his additional sum shall not exceed the direct cast: of the reimbursable items, nor shall it exceed $4,000 .00 . Payment to AEGIS is to be made according to the following schedule. ) That CITY shall make progress payments to AEGIS in accordance with the invoice submitted by AEGIS on a monthly iasis, and such invoices sill be paid Within 30 clays. Invoices shall specify the fee, to percentage coition o the nor , the allowable total billing , the total invoiced to date, and the amount current ly being invoiced. The fee shall be based on the percentage of work completed. c Upon submission and approval of the final. docu- ments, any uninvoiced portion of the contract amount shall be invoiced. invoices submitted y AEGIS in accord with this schedule shall be paid within 30 days of the invoice date. 3 .3 .2 . Additional. Services : Payments for any services request.d by the .s. during the study and not included in the work program of Exhibit 1, shall paid on a reimbursable basis in accord with the AEGIS Standard Fee Schedule in effect at the time the services are provided . These costs will be invoiced as they occur and will be paid by 'Che CITY within 30 days. 4 . OWNERSHIP OF DOCUMENTS All documents, data, studi-es, surveys, drawings, maps, models, photographs and reports prepared by AEGIS under this Contract shall be considered the property of CITY upon payment for services performed by AEGIS. Said documents and materials shall be delivered to CITY by AEGIS at the completion of the project; however, AEGIS may take and retain such copies of said documents and materials as desired. 5 . TERMINATION This Contract may be terminated by either party upon the giving of a written "Notice of Termination" to the other party at least fifteen (1 5) days prior to the termination date specified in said notice. In the event this Contract is terminated, AEGIS shall be paid the full value of their service, based upon the percentage of completion of work on the date of terrndnaltion. 6. NOTICES Any and all notices, demands, invoices, and written communications between the parties bv mail shall be addressed to the parties as fol- lows: Darrell Cozen Judy Wright Assistant roc mmunitv AEGIS Development Administrator 111 Spring Street City of Redlands Claremont, CA 91711 P. 0. Box 280 Redlands, California 92373 Any such notices, demands, invoices and written conm unicat ions by mail shall be conclusively deemed to have been received by the addressee five days after the deposit thereof in the United States Mail , postage prepaid and properly addressed as noted above. 7. ENTIRE CONTRACT This Contract supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Contract acknowledges 'L-hat no representa- -ibodied herein and that no other tions, by any party which are not erL agreement, statement or promise not contained in this Contract shall be valid and binding. Any modification of this Contract will be effective only if it is in writing signed by the parties. -3- 8 . SAVINGS CLAUSE If any provision of "Chis Contract is found to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 9 . GOVERNING LAW This Contract shall be governed by and construed in accordance with the laws of the State of California. 10. ATTORNEYIS FEES In the event that legal action is necessary, to enforce the provi- sions of the Contract, the parties agree teat the prevailing party in said legal action shall be entitled to recover attorney's fees from the opposing party in any amount determined by the Court to be reasonable. 11. INSURANCE AEGIS agrees to maintain 4_n full force an effect during the term of this Agreement a public liability insurance policy with limits in the anount of $100t000 .00 , and which indemnifies the CITY from all Liability from loss, damage, or injury to persons or property arising from the performance of these services. 12 . COUNTERPART EXECUTION This Contract may be executed in counterparts, each of which so executed shall be deemed an original irrespective of the date of the execution, and said counterparts, together shall constitute one and the save agreement. CITY: CITY OF RED .LAIJD�;_, AEGIS: Signature jZ26�40 j n Name- Name NCA Title Mayor of the City of Title Date September 3 1985 Date -4-