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1988-120-RES WHEREAS, the City of Paris, has need services and Hayter Engineering, Inc., Paris, proposal for RESOLUTION NO. 88-1?n WHEREAS, the City of Paris, has need services and Hayter Engineering, Inc., Paris, proposal for engineering service and design Rehabilitation Project No. 88-WSRB-05-89; and, for professional Texas, has made a for the Manhole WHEREAS, it is deemed to be in the best interest of the City of Paris that such proposal be accepted and that a professional services agreement in the form of Exhibit A attached hereto and made a part hereof, be, and the same is hereby approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, That the proposal of Hayter Engineering, Inc. for professional services described in Exhibit A attached hereto, be, and the same is hereby accepted. BE IT FURTHER RESOLVED, That the Mayor of the City of Paris, Eric S. Clifford, be, and he is hereby authorized and directed on behalf of the City of Paris to execute the Professional Service Agreement attached hereto as Exhibit A. Passed and adopted this 19th day of December, 1988. ATTEST: ~~..~~~~) Mattie Cunningham, City Clerk APPROVED AS T AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of November 14, 1988 between the City of Paris, Paris, Texas, acting through its Mayor as authorized by its City Council (OWNER), and Hayter Engineering, Ine., a Texas corporation, acting through its duly authorized President (ENGlliEER). OWNER now improvements manholes and inflows. desires services project including wastewater facilities of ENG~ for a wastewater replacement and/or rehabilitation of for elimination of infiltration and 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 U General L1.l 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. 12 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 L2.2. Advise OWNER as to the obtaining from others data or paragraph 2.1, and assist OWNER necessity of OWNER'S providing or services of the types described in in obtaining such data and services. L23. Identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the Project and participate in consultations with such authorities. L24. Provide analyses of OWNER'S needs, planning surveys, and comparative studies of prospective solutions. Page 1 of 19 Pages EXHIBIT A 1.25. Prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the =nsiderations 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 =sts for the Project. ' 1.26. Furnish five =pies 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 DesiRn & Field Surveys Phase After written authorization to proceed with this phase, ENGINEER shall: 1.3.L Perform on-the-ground for certain portions of the hereto. surveys to develop more detailed drawings project, as further described in Exhibit A 1.3.2 Advise OWNER if described in paragraph such data and services. additional data or services of the types 3.4. are necessary and assist OWNER in obtaining 1.4. Final Design Phase After written authorization to proceed with the Final Design Phase, ENGINEER shall: 1.4.L On the basis of 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 =ntract agreement forms, general =nditions, 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 19 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. BiddinR' Phase After authorization to proceed with the Bidding Phase, ENGINEER shalJ.; 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. L5.3. Consult with and advise OWNER as to the acceptability of subcontractors, suppliers 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, materials, equipment and services. 1.6. Construction Phase During the construction phase: 1.6~ 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 appropriate to the various stages of construction as necessary in order to observe as an experienced and professional the progress and quality of the various at intervals ENGINEER deems qualified design aspects of the Page 3 of 19 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 p.roceeding in accordance with the contract documents and E}IGINEER 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 (rr 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 (rr 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 performing 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 aforesaid 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 19 Pages to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. L6.5. 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. L6.6. 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 certificates 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). L6.7. 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. L6.8. 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: L6.8.L 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~ L6.8.2 By recommending any deemed to have represented reviews or examinations have payment ENGINEER will not thereby be that exhaustive, continuous or detailed been made by ENGINEER to check the Page 5 of 19 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, meth~ techrriqu~ sequenc~ or procedures of construction or safety precautions or programs incident thereto or CONTRACTOR(S) compliance with laws, rul~ regulations, ordinanc~ 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. L6.9. CONTRACTOR(S) Completion Documents ENGINEER- shall receive and review maintenance and operating instruction, schedul~ guarant~ 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. L6.10. 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 L L6.1L 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 employ~ 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 L6. 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 - ADOmONAL SERVICES OF ENGINEER 2.L Services Requiring Authorization in Advance Page 6 of 19 Pages If authorized by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed in the paragraphs of Section 2.L 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.L1. 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.L2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or 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 studi~ reports, design documents or contract documents, when such revisions are required by changes in laws, rules, regulations, ordinan~ codes or orders enacted subsequent to the preparation of such studi~ reports or documents, or are due to any other causes beyond ENGINEER'S controL 2.L4. Providing renderings or models for OWNER'S use. 2.LS. Preparing documents for alternate bids requested by OWNER for CONTRACTOR(S) work which is not executed, or documents for out-of- sequence work. 2.L6. 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.L7. Services during out-of-town travel required of ENGINEER, other than visits to the site or OWNER'S office, as required by Section L 2.LB. Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services. 2.L9. Providing any type of property surveys or related engineering services needed for the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable Page 7 of 19 Pages CONTRACTOR(S) to proceed with their work; and providing other special field surveys. 2.1.10. Preparation of operating, maintenance and staffing manuals. 2.L11. 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.Ll2. 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 RESPONSIDILITIES OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER 3.L Designate in writing a person to act as OWNER'S representative with respect to the services to be rendered under this Agreement. Such person snall 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 objectives and constraints, spa~ 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. 3A 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.L Data prepared by or services of others, including without limitation borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspections of sampl~ materials and equipment; 3.4.2. Appropriate professional interpretations of all of the foregoing: 3.4.3. Environmental ass~sment and impact statements. 3.4.4. Property, boundary, easement, right-of-way, topographic and utility surveyS; 3.4.5. Property descriptions; Page B of 19 Pages 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 provlSlOns for ENGINEER to enter upon public and private property, as required for ENGINEER to -perform services under this Agreement. 3.7. Examine all studi~ reports, sketch~ 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.B. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary 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 duti~ 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 begllL 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 OWNER'S anticipated costs for services to be provided by others for OWNER so that ENGINEER may make the necessary findings to support opinions of probable Total Project Costs. Page 9 of 19 Pages 3.13. Attend the pre-bid conference, bid conferences~ construction progress and other substantial completion-inspections and final opening, preconstruct ion job related meetings and 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, stipulated in required. or direct ENGINEER paragraph 2.1 of to provide, Additional Services as this Agreement or other services as 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 Project 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 the 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. SECTION 5 - PAYMENTS TO ENGINEER 5.1. Methods of Payment for Services and Expenses of ENGINEER. 5.1.1. For Basic Services: Page 10 of 19 Pages OWNER shall pay ENGINEER lump sum fees for Basic Services in certain of the phases, as follows: Preliminary Design & Field Surveys Phase Final Design Phase Bidding Phase Construction Phase $10,980 30,657 3,000 10,439 Basic services in the Study and Report Phase shall be compensated as described in Section S.L2. below: S.L2. For Additional Services OWNER shall pay ENGINEER for additional services rendered under this Agreement as follows: S.L2.L 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. S.L2.2. Special Consultants - For services and reimbursable expenses of special consultants employed by ENGINEER pursuant to Section 2.L the amount billed to ENGINEER therefor, times a factor of LOS. 5.1.2.3. For Reimbursable Expenses In addition to payments provided for in paragraphs S.L2.L 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 Expenses" 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 S.2.L 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 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 Concerning Payments 5.3.L 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 servi~ expenses and charges. Page II of 19 Pages 5.3.2. In the event of termination by OWNER under paragraph 7.L 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 Servi= ENGINEER shall be paid for services rendered during that phase on the basis of the attached per diem rates for services rendered 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 Additional Services and unpaid Reimbursable Expenses, plus all termination expenses. Termination expenses mean Reimbursable Expenses directly attributable to termination. S~CTION 6 - OPINIONS OF COST 6.L 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 pri~ 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.L 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. 7.2. Insurance 7.2.L 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 employ~ and from claims or damages because of injury to or destruction of property including loss of use resulting theref.om. 7.2.2 OWNER shall procure and maintain similar coverage for any of its employees engaged on the Project, and shall require all construction Page 12 of 19 Pages contractors associated with the Project to procure and maintain at least statutory workmen's compensation and contractor's liability coverage. 7.3. Controlling 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, successors, 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 B - SPECIAL PROVISIONS, EXHIBITS AND SCHEDULES 8.L The following Exhibits are attached to and made a part of this Agreement.: B.LL Exhibit A "Further Description of Basic Engineering Services and Related Matters." B.L2. Exhibit B ''Schedule of Per Diem Rates." B.2. This Agreement (consisting of pages 1 to 19 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. Page 13 of 19 Pages IN WITNESS WHEREOF, the parties have made and executed this Agreement as of the day and year first above written. OWNER: CITY OF PARIS, TEXAS ENGINEER: HAYTER ENGINEERING, INC. -------------------------------- -------------------------------- -------------------------------- -------------------------------- -------------------------------- -------------------------------- Address for giving notices: Address for giving notices: -------------------------------- -------------------------------- Page 14 of 19 Pages Exhibit A to Agreement Between OWNER and ENGINEER for Professional Services Further Description of Basic Engineering Services and Related Matters 1. This is an Exhibit attached to, made a part of, and incorporated by reference into the Agreement made on November 14, 19BB, between the City of Paris (Owner) and Hayter Engineering, Inc. (Engineer) providing for professional engineering services. The Basic Services of Engineer as described in Section 1 of the Agreement are amended or supplemented as indicated below. 2. Study and Report Phase services shall include the following: The OWNER will secure by separate contract aerial photography of the entire City, at a scale of 1" = 100', but of sufficient quality such that specified areas can be further enlarged to I" = 20'. The City's Infiltration/Inflow Study identified approximately 1049 manholes in the system. Each of these manholes was inspected approximately 12 years ago, and detailed reports recommending repairs were prepared at that time. It is anticipated that some of these repairs have been accomplished; likewise, some manholes which were marginal at that time will have further deteriorated. Different repair technologies available today may otherwise alter certain of the repair recommendations. Ninety-eight (98) priority manholes are included in this contract. All Priority #1 and #2 manholes in the original report are included herein, as well as all Priority #5 manholes. Manholes which are on lines to be replaced are to be deleted. It is anticipated that early in the design phase, coordination will be undertaken with the Public Works and Engineering Departments, and that certain manholes which have already been repaired, may be removed from this list as a result of those repairs. In summary, it is anticipated that 347 manholes will require repair of one nature or another, and that 90 will require complete rebuilding, These manholes are identified on a list entitled "Summary of Manhole Repairs to Remove Inflow" which was included as an appendix to a report entitled "Proposed Methodology for Development of Construction Drawings and Specifications and Procurement of Construction Contractors for Manhole Rehabilitation" dated September, 19BB. Page 15 of 19 Pages In the Study and Report Phase, crews will be dispatched to review all 347 manholes proposed in the referenced summaries for repair and tb confirm the repairs actually required. Each manhole will be accurately spotted on the I" = 100' aerial base map. The manholes will be measured as to depth; the repairs required will be listed; drop lines, if any, will be noted. We estimate that 26 crew-days will be required for this phase of the work. Based upon this preliminary field investigation, the ENGINEER'S opinion of probable construction cost will be corrected, if found necessary, and a new listing of repair types, reflecting technological changes, current costing, and current field conditions, will be prepared. The above information will be gathered into a summary report and recommended project. Meetings with City staff will be conducted, as necessary, as the preliminary project progresses, and a final meeting will be held to review the completed report. Ten copies of the completed report will be provided. In addition to the field time specified above, 242 manhours of office time are preliminarily estimated to be required in this phase. The fee for this phase is based upon section 5.1.2. herein and it is understood that the manhour projections contained herein are preliminary estimates only. 3. Preliminary Design and Field Survevs Phase Services are further described as follows: Manholes which do not require excavation around the exterior of the manhole for repair will be presented to construction contractors in the bidding phase via the I" =100' aerial photography previously mentioned. Each manhole will be spotted thereon, together with a note indicating the typical repair required. In certain instances, namely the manholes which must be completely reconstructed, the contractor will require additional information to prepare his bid, such as whether or not the manhole is located in pavement which must be repaired, the location of adjacent utilities, and surrounding working conditions. In the case of these manholes, an B" x B" inset map will be prepared for each manhole. The base for this map will be the previously mentioned aerial photography, which will be blown up to 1" = 20' or similar scale. Field survey notes will be plotted directly on the aerials to indicate surrounding utilities, limited working area, pavement repairs required, etc. Copies of these inset maps will be provided to the local utilities, including the City, Lone Star Gas, Texas Utilities, Southwestern Bell and Cooke Cablevision, to locate any underground utilities which might be in conflict with the proposed repair work. It is anticipated that the a" xB" inset drawings will be mounted in groups on 24" x 36" sheets of mylar for inclusion in the normal construction drawings, or bound as a separate volume. Page 16 of 19 Pages It is specifically noted that boundary or right-of-way surveys, such as for preparing easement descriptions or relocating existing easements, are not included as basic services herein. During this phase, general coordination meetings will be held with City staff, as required. 4. In the Final Design Phase, the construction drawings and specifications will be prepared, as necessary, for competitive bidding. Drawings will be prepared in ink, on 24" x 36" sheets of mylar, reproducible. Specifications will be typewritten and bound, including contract documents suitable for bidding of the project, and subject to review by the City attorney. It is anticipated that the first two sheets of the drawings would consist of a cover sheet and an index map for locating the respective pages in the contract. The next pages will consist of 1" = 100' aerial photographs of the City. Each sheet will have noted thereon a matching sheet on all four sides, title blocks, north arrows, scale, street names sufficient to locate the key portions of the project, and each of the 347 manholes requiring repair. Each manhole will be annotated similar to "MH #000-000 Repair method #16." Following these sheets, would be additional sheets containing 8" x B" aerial blowups for each of the manholes which would require complete construction. On these insets, the street names, construction details, topography, north arrows, scale and similar information would be included. Following these sheets, would be an additional three sheets or more, on which would be drafted the details of the specific construction techniques required for each numerical repair. The contract documents and technical specifications would include standard general conditions, contract documents, performance and payment bonds, notice to bidders, notice of award, notice to proceed, and technical specifications further detailing the repair, materials and workmanship outlined in the construction drawings. In the design phase, the drawings and specifications will be presented in two copies to the City staff for review and concurrence. Meetings will be held, as necessary, and revisions desired would be incorporated therein. The contract drawings and specifications will be presented to the Texas Water Commission, if required by that agency. S. The following supplemental information is provided with respect to the Construction phase: The ENGINEER'S costs shown in Section 5.1. are predicated on a construction period not-to-exceed 9 calendar months, and upon the use of a full-time construction observer. They further assume that there will be only one prime construction Page 17 of 19 Pages contract for the project. In the event that any or all of these conditions are altered, the fees shown in Section 5.1. would be subject to modifjcation. Page lB of 19 Pages Exhibit B Schedule of Per Diem November, 19BB Rates Personnel Hourly Rates Engineers Junior Engineers Technicians Draftsmen Administration Principals On-Site Observer $49.00 35.00 26.00 18.00 25.00 75.00 20.50 This Schedule of hourly rates is effective until January 1, 1989. 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, 19BB being the base index number, to wit: 115.7 for each succeeding twelve-month period.