1989-147-RES WHEREAS,CITY COUNCIL IS DESIROUS OF MAINTAINING AN ADEQUATE WASTEWATER
RESOLUTION NO. 89~147
WHEREAS, the City Council of the City of Paris is desirous
of maintaining an adequate wastewater system for its citizens;
and,
WHEREAS, it is necessary to review and evaluate the existing
treatment units, conditions, capabilities and any operational
problems that might come to light, and develop an opinion as to
the amount of plant expansion needed, if any, taking into
consideration the population and parameters; and,
WHEREAS, Hayter Engineering has made a proposal for such
services, which have been incorporated in the form of a contract
attached hereto as Exhibit A; NOW, THEREFORE,
BE IT RESOLVED BY THE
That the proposal in the
Engineering and the City of
is accepted.
CITY COUNCIL OF THE CITY OF PARIS,
form of a contract between Hayter
Paris, attached hereto as Exhibit A,
BE IT FURTHER RESOLVED, That the Mayor of the City of Paris,
Eric S. Clifford, be, and he is hereby authorized and directed to
execute on behalf of the City of Paris the contract in the form
of Exhibit A attached hereto.
Passed and adopted this 11th day of December, 1989.
~i~"YO'
ATTEST:
Mattie Cunningham, City
APPROVED A~ TO FORM:
/
AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of December 11, 1989 between the City
of Paris, Paris, Texas, acting through its Mayor as authorized by its City
Council (OWNER), and Hayter Engineering, Inc., a Texas corporation,
acting through its duly authorized President (ENGINEER).
OWNER now desires services of ENGINEER for a wastewater treatment
improvements proj ect including a preliminary engineering report and
design and construction phase services resulting therefrom, for
improvements to and/or expansion of its wastewater treatment facilities.
OWNER AND ENGINEER in consideration of their mutual covenants herein
agree in respect of the performance of professional engineering service by
ENGINEER and the payment for those services by OWNER as set forth
below.
SECTION 1 - BASIC SERVICES OF ENGINEER
1.1 General
1.1.1 ENGINEER shall provide for OWNER professional engineering
services in all phases of the Project to which this Agreement applies as
hereinafter provided. These services will include serving as OWNER'S
professional engineering representative for the Project, providing
professional engineering consultation and advice and furnishing customary
civil, structural, mechanical and electrical engineering services, and
customary architectural services incidental thereto.
1.2 Study and Report Phase
After written authorization to proceed, ENGINEER shall:
1. 2.1. Consult with OWNER -to clarify and define OWNER'S requirements
for the Project and review available data.
1.2.2. Advise OWNER as to the
obtaining from others data or
paragraph 2.1, and assist OWNER
necessity of OWNER'S providing or
serv~ces of the types described in
in obtaining such data and services.
1.2.3. Identify and analyze requirements of governmental authorities
having jurisdiction to approve the design of the Project and participate in
consultations with such authorities.
1.2.4. Provide analyses of OWNER'S needs, planning surveys, and
comparative studies of prospective solutions.
Page 1 of 17 Pages
EXHIBIT A
1.2.5. Prepare a Report containing schematic layouts, sketches and
conceptual design criteria with appropriate exhibits to indicate clearly the
considerations involved (including applicable requirements of governmental
authorities having jurisdiction as aforesaid) and setting forth ENGINEER'S
findings and recommendations. This Report will be accompanied by
ENGINEER'S opinion of probable costs for the Project.
1.2.6. Furnish five copies of the Study and Report documents and review
them in person with OWNER.
The duties and responsibilities of ENGINEER during the Study and Report
Phase are amended and supplemented as indicated in Exhibit A "Further
Description of Basic Engineering Services and Related Matters".
1.3. Preliminary Design & Field Surveys Phase
After written authorization to proceed with this phase, ENGINEER shall:
1.3.1. Perform on-the-ground surveys to develop more detailed drawings
for certain portions ..of'the project, as further described in Exhibit A
hereto. ..
1.3.2. Advise OWNER if additional data or services 'of 'the types
described in paragraph 3.4. are necessary and assist OWNER in obtaining
such data and services.
1.4. Final Design Phase
After written authorization to proceed with the Final Design Phase,
ENGINEER shall:
1.4.1. On the basis 'bf the accepted preliminary documents and the
opinion of probable Total Project Costs prepare for incorporation in the
Contract Documents final drawings to show the general scope, extent and
character of the work to be furnished and performed by CONTRACTOR(S)
(hereinafter called "Drawings") and Technical Specifications.
1. 4.2. Provide technical criteria, written descriptions and design data for
OWNER'S use in obtaining approvals of such governmental authorities as
have jurisdiction to approve the design of the Project, and assist OWNER
in consultations with appropriate authorities.
1. 4.3. Advise OWNER of any adjustments to the. ,latest opinion or
probable Total Project Costs caused by changes in general scope, extent
or character or design requirements of the Project or Construction Costs.
Furnish to OWNER a revised opinion of probable Total Project Costs
based on the Drawings and Specifications.
1.4.4. Prepare for review and approval by OWNER, its legal counsel and
other advisors contract agreement forms, general conditions, and
supplementary conditions, and bid forms, invitations to bid, and
instructions to bidders and assist in the preparation of other related
documents.
Page 2 of 17 Pages
1.4.5. Furnish two copies of the above documents. and of the Drawings
and Specifications and present and review them in person with OWNER.
Three additional copies will be furnished by the ENGINEER to the
appropriate review agencies.
1.5. Bidding Phase
After authorization to proceed with the Bidding Phase, ENGINEER shall:
1.5.1. Assist OWNER in advertising for and obtaining bids for each
separate prime contract for construction, materials, equipment and
services; and maintain a record of prospective bidders to whom Bidding
Documents have been issued, attend pre-bid conferences and receive and
process deposits for Bidding Documents.
1.5.2. Issue addenda as appropriate to interpret, clarify or expand the
Bidding Documents. ,
1.5.3. Consult with and advise OWNER as to the acceptability of
subcontractors, supplier~and other persons and organizations proposed by
the prime contractor(s)', (herein called "CONTRACTOR(S)" for those
portions of the work as to which such acceptability is required by the
Bidding Documents. ..
1.5.4. Consult with OWNER and determine the acceptability of substitute
materials and equipment proposed by CONTRACTOR(S) when substitution
prior to the award of contracts is allowed by the Bidding Documents.
1.5.5. Attend the bid opening, prepare bid tabulation sheets and assist
OWNER in evaluating bids and in assembling and-awarding contracts' for
construction, materia~~, equipment and services. .
1.6. Construction Phase
During the construction phase:
1.6.1. General Administration of Construction Contract. ENGINEER shall
consult with and advise OWNER and act as OWNER'S representative as
provided in the construction contract. The extent and limitations of the
duties, responsibilities and authority of ENGINEER as assigned in said
contract shall not be modified, except to the extent provided in Exhibit A
"Further Description of Basic Engineering Services and Related Matters"
and except as ENGINEER may otherwise agree in writing. All of OWNER'S
instructions to CONTRACTORS will be issued through ENGINEER who will
have authority to act on behalf of OWNER to the extent provided in said
construction contract, except as otherwise provided in writing.
1.6.2. Visits to Site and Observation of Construction. In connection
with observations of the work of CONTRACTOR(S) while it is in progress:
1.6.2.1. ENGINEER shall make visits to the site at intervals
appropriate to the various stages of construction as ENGINEER deems
necessary in order to observe as an experienced and qualified design
professional the progress and quality of the various aspects of the
Page 3 of 17 Pages
CONTRACTOR(S) work. Based on information obtained during such visits
and on such observations, ENGINEER shall endeavor" to determine in
general, if such work is proceeding in accordance with the contract
documents and ENGINEER shall keep OWNER informed of the progress of
the work.
1.6.2.2. If requested by OWNER or recommended by ENGINEER and
agreed to in writing by the other, an on-site observer will be furnished
and will act as directed by ENGINEER in order to assist ENGINEER in
observing performance of the work of CONTRACTOR(S). Such services
will be paid for by OWNER as indicated in Section 5.
The duties and responsibilities and the limitations on the authority of the
on-site observer (if any) will be set forth in a separate exhibit which is
to be identified, attached to and made a part of this Agreement before
such services begin.
1.6.2.3. The purpose of ENGINEER'S visits to and representation by
the on-site observer (if any) at the site will be to enable ENGINEER to
better carry out the duties and responsibilities assigned to and undertaken
by ENGINEER during the Construction Phase, and,. in addition, by exercise
of ENGINEER'S efforts as an experienced and qualified design
professional, to provide for OWNER a greater degree .of confidence that
the completed work of .CONTRACTOR(S) will conform generally to the
contract documents and that the integrity' of the design concept as
reflected in the contract documents has been implemented and preserved
by CONTRACTOR(S). On the other hand, ENGINEER shall not, during
such visits or as a result.of such observations of CONTRACTOR(S) work
in progress, supervise, direct'or have control over CONTRACTOR(S) work,
nor shall ENGINEER have authority over or responsibility for the means,
methods, techniques, sequences or procedures or 'construction selected by
CONTRACTOR(S) for safety precautions and programs incident to the
work of CONTRACTOR(S) or for any failure of CONTRACTOR(S) to
comply with laws, rules, regulations, ordinances, codes or orders
applicable to CONTRACTOR(S) furniShing and perfo~ing their work.
Accordingly, ENGINEER can neither guarantee the performance of the
construction contracts by CONTRACTOR(S), nor assume responsibility for
CONTRACTOR(S) failure to furnish and perform their work in accordance
with the contract documents.
1.6.3. Interpretations and Clarifications
ENGINEER shall issue necessary interpretations and clarifications of the
contract documents and in connection therewith prepare work directive
changes and change orders, as required.
1.6.4. Shop Drawings
ENGINEER shall review and approve (or take other appropriate action in
respect of) shop drawings (as that term is defined in the afqresaid
construction contract), samples and other data which 'CONTRACTOR(S)
are required to submit, but only for conformance with the design concept
of the project and compliance with the information given in the contract
documents. Such reviews and approvals or other action shall not extend
Page 4 of 17 Pages
to means, methods, techniques, sequences or procedures of construction or
to safety precautions and programs incident thereto.
1.6.5. substitutes
ENGINEER shall evaluate and determine the acceptability' of substitute
materials and equipment proposed by CONTRACTOR ( S) but subject to the
provision of paragraph 2.2.2.
1.6.6. Inspections and Tests
ENGINEER shall have authority, as OWNER'S representative, to require
special inspection or testing of the work, and shall receive and review all
certif ica tes of inspections, testings and approvals required by laws, rules,
regulations, ordinances, codes, orders or the contract documents (but only
to determine generally that their content complies with the requirements
of, and the results certified indicate compliance with, the contract
documents).
1.6.7. Disputes between OWNER and CONTRACTOR
"
ENGINEER shall act as initial interpreter of the requirements of the
contract documents and jUdge of the acceptability of the work thereunder
and make decisions on all claims of OWNER and CONTRACTOR(S) relating
to the acceptability of the work or the interpretation of the requirements
of the contract documents pertaining to the execution and progress of
the work. ENGINEER shall not be liable for the results of any such
interpretations or decisions rendered in good faith.
1.6.8. Applications for Payment
Based on ENGINEER'S" on-site observations as an experienced and
qualified design professional, on information provided by the on-site
observer (if any), and on review of applications for payment and the
accompanying data and schedules:
1. 6.8.1. ENGINEER shall determine the amounts owing to
CONTRACTOR(S) and recommend in writing payments to CONTRACTOR(S)
in such amounts. Such recommendations of payment will constitute a
representation to OWNER, based on such observations and review, that
the work has progressed to the point indicated" and that, to the best of
ENGINEER'S knowledge, information and belief, the quality of such work
is generally in accordance with the contract documents (subject to an
evaluation of such work as a functioning whole prior to or upon
substantial completion, to the results of any subsequent tests called for in
the contract documents and to any other qualifications stated in the
recommendation). In the case of. unit price work, ENGINEER'S
recommendations of payment will include final determinations of quantities
and classifications of such work (Subject to any subsequent adjustments
allowed by the contract documents).
1.6.8.2. By recommending any payment ENGINEER will not thereby be
deemed to have represented that exhaustive, continuous or detailed
reviews or examinations have been made by ENGINEER to check the
Page 5 of 17 Pages
quality or quantity of CONTRACTOR(S) work as it is furnished and
performed beyond the responsibilities specifically assigned to ENGINEER
in this Agreement and the contract documents. ENGINEER'S review of
CONTRACTOR ( S) work for the purposes of recommending payments will
not impose on ENGINEER responsibility to supervise, direct, or control
such work or for the means, methods, techniques, sequences, or
procedures of construction or safety precautions or programs incident
thereto or CONTRACTOR(S) compliance with laws, rules, regulations,
ordinances, codes or orders applicable to their furniShing. and performing
the work. It will also not impose responsibility on ENGINEER to make
any examination to ascertain how or for what purposes any CONTRACTOR
has used the monies paid on account of the contract price, or to
determine that title to any of the work, materials or equipment has
passed to OWNER free and clear of any lien, claims, security interests or
encumbrances, or that there may not be other matters at issue between
OWNER and CONTRACTOR that might affect the amount that should be
paid.
1.6.9. CONTRACTOR(S) Completion Documents
ENGINEER shall receive and review maintenance and operating
instruction, schedules, guarantees, bonds and certificates of inspection,
tests and approvals which are to be assembled by CONTRACTOR(S) in
accordance with the contract documents (but such review will only be to
determine that their content complies with the requirements of, and in
the case of certificates of inspection, tests and approvals that the results
certified indicate compliance with, the contract documents); and shall
transmit them to OWNER with written comments. '
1.6.10.
Inspections
ENGINEER shall conduct an inspection to determine. if the work is
substantially complete and a final inspection to determine if the
completed work is acceptable so that ENGINEER may recommend, in
writing, final payment to CONTRACTOR(S) and may give written notice to
OWNER and the CONTRACTOR ( S) that the work is acceptable (subject to
any conditions therein expressed), but any such recommendation and
notice will be subject to the limitations expressed earlier in this Section
1.
1.6.11.
Limitation of Responsibilities
ENGINEER shall not be responsible for the acts or omissions of any
CONTRACTOR ( S), or of any subcontractor or supplier, or any of the
CONTRACTOR(S) or subcontractor's suppliers, agents or employees, or any
other persons (except ENGINEER'S own employees and agents) at the site
or otherwise furnishing or performing any of the CONTRACTOR ( S) work;
however, nothing contained in Section 1.6. shall be construed to release
ENGINEER from liability for failure to properly perform duties and
responsibilities assumed by ENGINEER in the contract documents.
SECTION 2 - ADDITIONAL SERVICES OF ENGINEER
Page 6 of 17 Pages
2.1. Services Requiring Authorization in Advance
If authorized by OWNER, ENGINEER shall furnish or obtain from others
Additional Services of the types listed in the paragraphs of Section 2.1.
These services are not included as part of Basic Services, except to the
extent provided otherwise in Exhibit A "Further. Description of Basic
Engineering Services and Related Matters;" these will be paid for by
OWNER, as indicated in Section 5.
2.1.1. Preparation of applications and supporting documents (in addition
to those furnished under Basic Services) for private or governmental
grants, loans or advances in connection with the Project; review and
evaluation of the effect on the design requirements of the Project of any
documents prepared by others; and assistance in obtaining approvals of
authorities having jurisdiction over the anticipated environmental impact
of the Project.
2.1.2. Services to make measured drawings of or to investigate existing
conditions or facilities, or to verify the accuracy of drawings Qr other
information furnished by OWNER. (Except as modified in Exhibit "A"
attached hereto). ';
2.1.3. Services resulting from significant changes in the general scope,
extent or character of the Project or its design including, but not limited
to, changes in size, complexity, OWNER'S schedule, character of
construction or method of financing; and revising previouSly accepted
studies, reports, design documents or contract documents, 'when such
revisions are required by Changes in laws, rules, regulations, ordinances,
codes or orders enacted subsequent to the preparation of such studies,
reports or documents, or are due to any other causes beyond ENGINEER'S
control.
2.1.4. Providing renderings or models for OWNER'S use.
2.1.5. Preparing documents for alternate bids requested by OWNER for
CONTRACTOR(S) work which is not executed, or documents for out-of-
sequence work.
2.1.6. Furnishing services of independent professional associates and
consultants for other than Basic Services (which include, but are not
limited to, customary civil, structural, mechanical and electrical
engineering and customary architectural design incidental thereto); and
providing data or services of the types described in paragraph 3.4. when
OWNER employs ENGINEER to provide such data or services in lieu of
furnishing the same in accordance with paragraph 3.4.
2.1.7. Services during out-of-town travel required of ENGINEER, other
than visits to the site or OWNER'S office, as required by Section 1.
2.1.8. Assistance in connection with bid protests, rebidding or
renegotiating contracts for construction, materials, equipment or services.
2.1.9. Providing any type of property surveys or related. engineering
services needed for the transfer of interests in real property and field
Page 7 of 17 Pages
surveys for design purposes and engineering surveys and staking to enable
CONTRACTOR(S) to proceed with their work; and providing other special
field surveys.
2.1.10.
Preparation of operating, maintenance and staffing manuals.
2.1.11. Preparing to serve or serving as a consultant or witness for
OWNER in any litigation, arbitration or other legal or administrative
proceeding involving the Project.
2.1.12. Additional services in connection with the Project, including
services which are to be furnished by OWNER in accordance with Article
3, and services not otherwise provided for in this Agreement.
SECTION 3 - OWNER'S RESPONSIBILITIES
OWNER shall do the ~ollowing in a timely manner so as not to delay the
services of ENGINEER.
3.1. Designate in writing a person to act as OWNER'S representative
with respect to the services to be rendered under this Agreement. Such
person shall have complete authority to transmit instruction, receive
information, interpret and define OWNER'S pOlicies and decisions with
respect to ENGINEER'S services for the Project.
3.2. Provide all criteria and full information as to OWNER'S
requirements for the Project, including design objective.s and constraints,
spaces, capacity and ',' performance requirements, flexibility and
expandability, and any bUdgetary limitations; and furnish copies of all
design and construction standard which OWNER will require to be
included in the Drawings and Specifications.
3.3 Assist ENGINEER by placing at ENGINEER'S disposal all available
information pertinent to the Project including previous reports and any
other data relative to design or construction of the Project.
3.4. Furnish to ENGINEER, as required for performance of ENGINEER'S
Basic Services (except to the extent provided otherwise in Exhibit A
"Further Description of Basic Engineering Services and Related Matters") ,
the following:
3.4.1. Data prepared by or services of others, including without
limitation borings, probings and subsurface explorations, hydrographic
surveys, laboratory tests and inspections of samples, materials and
equipment;
3.4.2. Appropriate professional interpretations of all of the foregoing:
3.4.3. Environmental assessment and impact statements.
3.4.4. Property, boundary, easement, right-of-way, topographic and utility
surveys;
Page 8 of 17 Pages
3.4.5. Property descriptions;
3.4.6. Zoning, deed and other land use restriction; and
3.4.7. Other special data or"consultations not covered in Section 2; all
of which ENGINEER may use and rely upon in performing services under
this Agreement.
3 . 5. Provide engineering surveys to establish reference points for
construction (except to the extent provided otherwise in Exhibit A
"Further Description' of Basic Engineering Services and Related Matters")
to enable CONTRACTOR(S) to proceed with the layout of the work.
3.6. Arrange for access to and make all provisions for ENGINEER to
enter upon public and private property, as required for ENGINEER to
perform services under this Agreement.
3.7. Examine all studies, reports, sketches, Drawings, Specifications,
proposals and other documents presented by ENGINEER, obtain advice of
an attorney, insurance counselor and other consultants as OWNER deems
appropriate for such examination and render in writing decisions
pertaining thereto within a reasonable time so as not to delay the
services of ENGINEER.
3.8.
having
others
Furnish approvals and permits from all governmental authorities
jurisdiction over the Project and such approvals and consents from
as may be necess~ry for completion of the Project.
3.9. Provide such accounting: independent cost estimating and insurance
counseling services as may be required for the Project, such legal
services as OWNER may require or ENGINEER may reasonably request
with regard to legal issues pertaining to the Project including any that
may be raised by CONTRACTOR(S), such auditing service as OWNER may
require to ascertain how or for what purpose any CONTRACTOR has used
the monies paid under the construction contract, and such inspection
services as OWNER may require to ascertain that CONTRACTOR(S) are
complying with any law, rule, regulation, ordinance, code or order
applicable to their furnishing and performing the work.
3.10. If OWNER designates a person to represent OWNER at the site
who is not ENGINEER or ENGINEER'S agent or employee, the duties,
responsibilities and limitations of authority of such other person and the
affect thereof on the duties and responsibilities of ENGINEER will be set
forth in an exhibit that is to be identified, attached to and made a part
of this Agreement before such services begin.
3.11 If more than one prime contract is to' be awarded for
construction, materials, equipment and services for the entire Project,
designate a person or organization to have authority and responsibility
for coordinating the activities among the various prime contractors.
3 .12. Furnish to ENGINEER data or estimated figures as to OWN'ER' S
anticipated costs for services to be provided by others for OWNER so
Page 9 of 17 Pages
that ENGINEER may make the necessary findings to support opinions of
probable Total Project Costs. '
3.13. Attend the pre-bid conference, bid opening, preconstruction
conferences, construction progress and other job related meetings and
substantial completion inspections and final payment inspections.
3.14. Give prompt written notice to ENGINEER
observes or otherwise becomes aware of any development
scope or timing of ENGINEER'S- services, or any
conformance in the work of any CONTRACTOR.
whenever OWNER
that affects the
defect or non-
3.15. Furnish, or direct ENGINEER to provide, Additional Services as
stipulated in paragraph 2.1 of this Agreement or other services as
required.
3.16. Bear all costs incident to compliance with the requirements of this
Section 3.
SECTION 4 - PERIOD OF.. SERVICE
"
4.1. The provisions of this Section 4 and the various rates of
compensation for ENGINEER'S services provided for. elsewhere in this
Agreement have been agreed to in anticipation of the orderly and
continuous progress of ,the Proj ect through completion of the
Construction Phase. ENGINEER'S obligation to render services hereunder
will extend for a period which may reasonably be required for the design,
award of contracts, and"construction of the project, including extra work
and required extensions thereto.
4.2. ENGINEER'S services under the Preliminary Design and Field
Surveys Phase and tlie Final Design Phase shall each be considered
complete at the earlier of (1) the date when the submissions for that
phase have been accepted by OWNER or (2) thirty days after the date
when such submissions are delivered to OWNER for final acceptance, plus
such additional time as may be considered reasonable for obtaining
approval of governmental authorities having jurisdiction over design
criteria applicable to the Project.
4.3. After acceptance by OWNER of the ENGINEER'S Drawings,
Specifications and other Final Design Phase documentation including the
most recent opinion of probable Project Cost, ENGINEER shall proceed
with performance of the services called for in the Bidding Phase. This
Phase shall terminate and the services to be rendered thereunder shall be
considered complete upon commencement of the Construction Phase or
upon cessation of the negotiations with prospective CONTRACTOR(S).
4.4 The Construction Phase will commence with the execution of the
prime construction contract to be executed for the work of the Project,
and will terminate upon written recommendation by ENGINEER of final
payment on the prime construction contract.
Page 10 of 17 Pages
SECTION 5 - PAYMENTS TO ENGINEER
5.1. Methods of Payment for Services and Expenses of ENGINEER.
5.1.1. For Basic Services:
OWNER shall pay ENGINEER lump sum fees for Basic Services in
certain of the phases, as follows:
Study and Report Phase - A Lump Sum of $22,850
Preliminary Design & Field Surveys
Final Design Phase
Bidding Phase
Construction Phase
Phase)
)
, )
)
see following
paragraph
A fee to be established as shown on Curve A, page 15, of
the 1982 Manual of Practice for Engaging the Services of a
Consulting Engineer - General Engineering Services - of
the Consulting Engineers Council of Texas, for the basic
services outlined on pages 8 and 9 of said manual, fee to
be adjusted per note 4 to the Curve on page 15 thereof.
5.1.2. For Additional Services OWNER shall pay ENGINEER for
additional services rendered under this Agreement as follows:
5.1.2.1. General - For Additional Services rendered, on the basis of
per diem hourly rates shown on Exhibit B hereto for services rendered by
principals and employees assigned to the Project.
5.1.2.2. Special Consultants - For services and reimbursable expenses
of special consultants employed by ENGINEER pursuant to Section 2.1, the
amount billed to ENGINEER therefor, times a factor of 1.05.
5.1.2.3. For Reimbursable Expenses In addition to payments
provided for in paragraphs 5.1.2.1. and 5.1.2.2., OWNER shall pay
ENGINEER the actual' costs of all Reimbursable Expenses incurred in
connection with all Additional Services. The term "Reimbursable
Expensesll means the actual expense incurred directly or indirectly in
connection with the Project for: transportation and subsistence incidental
to locations other than the site; furnishing and maintaining field office
facilities; subsistence and transportation of on-site observers; toll
telephone calls and telegrams; special package delivery charges; laboratory
testing fees; reproduction of reports, Drawings, Specifications, and similar
Project-related items in addition to those required under Section 1; and,
if authorized in advance by OWNER, overtime work requiring higher than
regular rates.
5.2. Times of Payments
5.2.1. ENGINEER shall submit monthly statements for Basic and
Additional Services rendered and for Reimbursable Expenses incurred.
The statements will be based upon ENGINEER'S estimate of the
Page 11 of 17 Pages
proportion of the total services actually completed at the time of billing.
OWNER shall make prompt monthly payments in response. to ENGINEER'S
monthly statements.
5.3. Other provisions Concerninq Payments
5.3.1. If OWNER fails to make any payment due ENGINEER for services
and expenses within sixty days after receipt of ENGINEER'S statement
therefor, the amounts due ENGINEER will be increased at the rate of 1%
per month from the thirtieth day, and in addition, ENGINEER may, after
giving seven days' written notice to OWNER, suspend services under this
Agreement until he has been paid in full all amounts due him for
services, expenses and charges.
5.3.2. In the event of termination by OWNER under paragraph 7.1. upon
the completion of any phase of the Basic Services, progress payments due
ENGINEER for services rendered through such phase shall constitute total
payment for such services. In the event of such termination by OWNER
during any phase of the Basic Services, ENGINEER shall be paid for
services rendered durinqthat phase on the basis of th~attached per diem
rates for services render~d during that phase to date of termination by
ENGINEER'S principals and employees engaged directly on the Project.
In the event of any such termination, ENGINEER also will be reimbursed
for the charges of independent professional associates and consultants
employed by ENGINEER to render Basic Services, and paid for all unpaid
Addi tional Services and unpaid Reimbursable Expenses, plus all termination
expenses. Termination expenses mean Reimbursable Expenses directly
attributable to termination.
SECTION 6 - OPINIONS OF COST
6.1.
Opinions of Cost
Since ENGINEER has no control over the cost of labor, materials,
equipment or services furnished by others, or over the CONTRACTOR(S)
methods of determining prices, or over competitive bidding or' market
conditions, his opinions or probable Project Cost and Construction Cost
provided for herein are to be made on the basis of his experience and
qualifications and represent his best judgement as an experienced and
qualified professional engineer, familiar.with the construction industry;
but ENGINEER cannot and does not guarantee that proposals, bids or
actual Project or Construction Cost will not vary' from opinions or
probable cost prepared by ENGINEER. If prior to the Bidding or
Negotiating Phase, OWNER wishes greater assurance as to Project or
Construction Cost, he shall employ an independent cost estimator as
provided in Section 3.
SECTION 7 - GENERAL CONSIDERATIONS
7.1. Termination - The obligation to provide further services under
this Agreement may be terminated by either party upon thirty ,days
written notice in the event of substantial failure by the other party to
perform in accordance with the terms hereof through no fault of the
terminating party.
Page 12 of 17 Pages
7.2. Insurance
7.2.1. ENGINEER shall procure and maintain insurance for protection
from claims under workers' compensation acts, claims for damages because
of bodily injury including personal injury, sickness or disease or death of
any and all employees or of any person other 'than such employees, and
from claims or damages because of injury to or destruction of property
including loss of use resulting therefrom.
7.2.2 OWNER shall procure and maintain similar coverage for any of its
employees engaged on the Project, and shall require all construction
contractors associated with the Project to procure and maintain at least
statutory workmen's compensation and contractor's liability coverage.
7.3. Controllinq Law - This Agreement is to be governed by the laws
of the State of Texas.
7.4. Successors and Assigns - ENGINEER and OWNER each is hereby
bound and the partners, s~ccessors, executors, administrators, and legal
representatives of OWNER. and ENGINEER are hereby bound to the other
party to this Agreement and to the partners, successors, executors,
administrators, assigns and legal representatives (and said assigns) of such
other party, in respect ,to all covenants, agreements and obligations of
this Agreement.
7 . 4 .1. Nothing under this Agreement shall be construed to' give any
rights or benefits in'<this Agreement to anyone other than OWNER and
ENGINEER, and all duties and responsibilities undertaken pursuant to this
Agreement will be for the sole and exclusive benefit of. OWNER and
ENGINEER and not for the benefit of any other party.
"
7.5. Indemnity The OWNER will require that any construction
contractor or subcontractors performing work in connection with
Drawings and Specifications produced under this Agreement to hold
harmless, indemnify and defend, the OWNER and this ENGINEER their
consultants, and each of their officers, agents, and employees from all
liability claims, losses or damage arising out of or alleged to arise from
the CONTRACTOR'S or subcontractor. s negligence in the performance of
the work described in the Construction Contract Documents.
7.6. Limitation of Liability The OWNER agrees to limit the
ENGINEER'S liability to the OWNER and to all construction contractors
and subcontractors on the Project, due to the ENGINEER'S professional
negligent acts, errors or omissions, such that the total aggregate liability
of the ENGINEER to those named shall not exceed Fifty Thousand Dollars
($50,000) or the ENGINEER'S total fee for services rendered on this
project, whichever is greater.
SECTION 8 - SPECIAL PROVISIONS, EXHIBITS AND SCHEDULES
8.1. The following Exhibits are attached to and made a part of this
Agreement:
Page 13 of 17 Pages
8.1.1. Exhibit A "Further Description of Basic Engineering Services and
Related Matters."
8.1.2. Exhibit B "Schedule of Per Diem Rates."
8.2. This Agreement (consisting of pages 1 to 17 inclusive), together
with the Exhibits and schedules identified above constitute the entire
Agreement between OWNER and ENGINEER and supersede all prior
written or oral understandings. This Agreement and said Exhibits and
schedules may only be amended, supplemented, modified or cancelled by a
duly executed written instrument.
IN WITNESS WHEREOF, the parties have made and executed this
Agreement as of the day and year first above written.
OWNER: CITY OF PARIS, PARIS, TEXAS ENGINEER: HAYTER ENGINEERING, INC.
Eric S. Clifford, Mayor R. Reeves Hayter, President
Address for giving notices: Address for giving notices:
P.O. Box 9037
Paris, Texas 75461-9037
4445 S. E. Loop 286
Paris, Texas 75460
ATTEST:
ATTEST:
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
T. K. Haynes, City Attorney
Page 14 of 17 Pages
Exhibit A
, to
Agreement Between OWNER and ENGINEER
for
Professional Services
Further Description of Basic Engineerinq Services and Related
Matters
2.
/
1.
This is an Exhibit attached to, made a part of, and
incorporated by reference into the Agreement made on
December 11, 1989, between the City of Paris (OWner) and
Hayter Engineering, Inc. (Engineer) providing for professipnal
engineering services. The Basic Services of Engineer as
described in Section 1 of the Agreement are amended or
supplemented as indicated below.
Study and Report Phase services shall include the ,following:
The ENGINEER will perform a field review of each major
treatment unit at OWNER'S existing treatment plant, beginning
at the master lift station. Review will consider condition, as
well as expansion capabilities, and consultation with plant
operating staff as to operational problems. ENGINEER will
review the capacity of each unit in comparison to requirements
of the Texas Water Commission and existing performance data
supplied by OWNER, and will develop an opinion as to the
capacity of the existing facility.
ENGINEER will review the previous 12 month records of plant
flows and influent/effluent quality parameters provided by the
OWNER. From this data, population equivalents will be
developed, and extrapolated based upon population projections
of the Texas Water Development Board. ENGINEER will
develop an opinion as to the need for, and amount of, plant
expansion, if any.
ENGINEER will consider alternatives for expansion, if any,
deemed necessary in his opinion, as well- as from certain
possible increased effluent requirements, including 10/15 limits
and/or dechlorination. ENGINEER will consider 2 timeframes,
the first being short-term, and the second having a 15 to 20-
year horizon. Alternatives will consider available space, piping
arrangements, additional units, or new processes, as deemed
necessary by the ENGINEER.
In addition, ENGINEER will consider develpment of a southside
facility, as appropriate. This consideration would include
preliminary sizing, generalized locations, treatment process, a~d
"order of magnitude" type cost data. '
Page 15 of 17 Pages
Expansion proposals will be accompanied by ENGINEER'S
preliminary opinions of probable cost, and ENGINEER'S various
opinions developed herein will be assembled in report format,
sui table for use in OWNER'S budgetary process and further
development of the project.
Page 16 of 17 Pages
Exhibit B
Schedule of Per Diem
December, 1989
Rates
Personnel
Hourly Rates
Engineers
Junior Engineers
Technicians
Draftsmen
Administration
Principals
On-Site Observer
$56.00
40.00
29.00
18.00
27.00
85.00
24.00
This Schedule of hourly rates is effective until January 1, 1991.
After that date, the ENGINEER may, at his discretion, adjust said
rates, by an amount not-to-exceed the increase of the Consumer
Price Index for all' urban consumers, u.s. City ,Average, as
established by the Bureau of Labor Statistics, U.S. Department of
Labor, with January, 1988 being the base index number, to wit: 115.7
for each succeeding twelve-month period.
Page 17 of 17 Pages