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2007-036 RES-Approving and Authorizing a Professional Serv. agreement City of Paris and Hayter Engineering, Inc. for monitoring under the 2007 stormwater pollution prevention planRESOLUTION N0. 2007-036 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PARIS AND HAYTER ENGINEERING, INC. FOR MONITORING UNDER THE 2007 STORMWATER POLLUTION PREVENTION PLAN; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Paris, Texas, did heretofore, on the 28th day of March, 2005, inResolution No.2005-049, authorize a Professional Services Agreement with Hayter Engineering, Inc. for the preparation of a Stormwater Pollution Prevention Plan (SW3P), in conformance with the rules and regulations of the Texas Commission on Environmental Quality and its General Permit No. TXRO50000, Section S and Sector T thereof, for Cox Field Airport related to the sale of aviation fuel at said airport, which said Stormwater Pollution Prevention Plan (SW3P) has been completed; and, WHEREAS, the City Council of the City of Paris, Texas, did heretofore, on the 13th day of March, 2006, inResolution No.2006-047, authorize a Professional Services Agreement with Hayter Engineering, Inc. for monitoring under the 2006 Stormwater Pollution Prevention Plan (SW3P), which includes quarterly and annual site inspections, annual employee training sessions, maintenance of paperwork, collection of annual and quarterly visual samples, and coordination with laboratories that will be testing the samples; and, WHEREAS, Hayter Engineering, Inc. has proposed to continue to provide the services required under the Stormwater Pollution Prevention Plan for 2007, and it is deemed appropriate that a Professional Services Agreement be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That a Professional Services Agreement by and between the City of Paris and Hayter Engineering, Inc. for services required under the Stormwater Pollution Prevention Plan (SW3P), in conformance with the rules and regulations of the Texas Commission on Environmental Quality and its General Permit No. TXRO50000, Section S and Sector T thereof, for Cox field Airport, a copy of which agreement is attached hereto as Exhibit A and for all purposes incorporated herein, be, and the same is hereby, in all things approved. Section 3. That the Mayor be, and he is hereby, authorized and director to execute, and the City Clerk to attest, to said Professional Services Agreement under the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 26th day of March, 2007. ~~, ~ ~.y 'chard Manning, Mayor ATTEST: ice Ellis, City Clerk APPROVED AS TO FORM: HAYTER ENGINEERING, INC. CONSULTANTS PLANNERS ENGINEERS 4445 S.E. LOOP 286 PARIS, TEXAS 75460 (903) 785-0303 FAX (903) 785-0308 PROFESSIONAL SERVICES AGREEMENT Date: October I7 2006 Client: Ms Lisa Wright City of Paris P. 0. Box 9037 Paris TX 75461 Telephone: 903-784-9203 Facsimile: 903-784-1798 Project Name/Location: Storm. Water Pollution Prevention Plan -Cox Field Scope/Intent and Extent of Services: Provide SWPPP permit administration services as outlined in 7-17-06 memorandum from Reeves Har er to Lisa Wright, 2006-2007 budget near. Fee Arrangement: ^ Hourly ~ Lump Sum $3,900.00 Retainer Amount: Information To Be Provided By Client: Special Terms, Deadlines, Comments, Etc.: Offered By: HAYTER ENGINEERING, INC. ENGINEER ~ ~ Signature Date W 0 Hayter_ Vice President Printed Name/Title ^ Hourly, Not To Exceed $ ~ Other Accepted By: CITY OF PARIS Client Signature Date Printed Name/Title The Terms acid Conditions on t1EX H ISB ~hi^foriri are a part of dais Agreeme-~t. Terms and Conditions Information Supplied B OL thers: The ENGINEER shall be entitled to rely upon and use all such information and services provided by CLIENT or others designated by CLIENT in performing the ENGINEER'S services under this Agreement, without further verification by the ENGINEER. CLIENT shall ensure access for the ENGINEER to properties as necessary for performance of the ENGINEER'S work; provide legal counsel, accountants, insurance consultants, financial advisors or other similar specialists as required for the project; and provide all criteria and full information as to CLIENT'S requirements for the project. 2. Termination: This Agreement maybe terminated by either party upon ten (10) days written notice. Payment: ENGINEER may bill for services rendered monthly. All invoices are payable by CLIENT within 30 days. Hourly rate invoices shall include reimbursable expenses and labor charges. ENGINEER'S subconsultants shall be billed at ENGINEER'S cost plus a service charge equal to S% of the subconsultants invoice amount. 4. Reuse of Documents: All documents prepared by the ENGINEER are for this project only -they are not intended to be suitable for reuse on extensions of the Project, or on any other project. Any reuse without written verification or adaptation by the ENGINEER for the specific purpose intended will be at CLIENT'S sole risk and without liability to the ENGINEER. S. Notices: Any notices to be given by either party to the other may be effected by personal delivery in writing or by registered or certified mail. 6. Entire Aercement: This instrument contains the sole and entire agreement between the parties relating to the right herein granted and the obligation herein assumed. 7. Texas Law to Apply: This Agreement shall be construed under and in accordance with the laws of the State of Texas, and will be performable in Lamar County. 8. Lceal Construction: If any one or more of the provisions contained in this Agreement shall for any reasons be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Warrant :The ENGINEER intends to render its services under this Agreement in accordance with generally accepted professional practices for the intended use of the project and makes no warranty, either express or implied. Specifically, in this regard, the ENGINEER will endeavor to advise the CLIENT as construction, if any, progresses, but does not in any manner guarantee the performance of the construction contractors, nor is the ENGINEER liable in any manner for construction site safety or the means or methods employed by construction contractors in carrying out the work. 10, Indemnification: The CLIENT shall, to the fullest extent permitted bylaw, indemnify and hold harmless the ENGINEER, its officers, directors, employees, agents and subconsultants from and against all damage, liability and cost, including reasonable attorney's fees and defense costs, arising out of or in any way connected with the performance by any of the parties above named of the services under this Agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of the ENGINEER. 1 I. Opinion of Probable Construction Cost: Any opinion of the probable construction or project cost prepared by the ENGINEER represents the judgement of a design professional and is supplied for the general guidance of the CLIENT. Since the ENGINEER has no control over the cost of labor and material, or over competitive bidding or over market conditions, the ENGINEER does not imply nor guarantee the accuracy of such opinions as compared to contractor bids or actual project costs to the CLIENT. 12. Limitation of Liability: In recognition of the relative risks, rewards and benefits of the project to both CLIENT and the ENGINEER, the risks have been allocated such that the CLIENT agrees that, to the fullest extent permitted bylaw, the ENGINEER'S total liability to the CLIENT for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this Agreement from any cause or causes, shall not exceed $100,000.00. Such causes include, but are not limited to, the ENGINEER'S negligence, errors, omissions, strict liability, breach of contract or breach of warranty. 13. Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statues of limitations commence to run any later than the date when the ENGINEER'S services are substantially completed. l4. Consequential Damages: Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the OWNER nor the Consultant, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss or reputation or any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the OWNER and Consultant shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. 1 S. Reference Communications: The Consultant maybe required to render opinions about the performance or qualifications of others engaged or being considered for engagement by the Client. Those about whom opinions are rendered may, as a consequence, initiate claims against the Consultant. To help create an atmosphere in which the Consultant may freely report or express such opinions candidly in the interest of the Client, the Client agrees to indemnify and hold harmless the Consultant against all damages, liabilities or costs, including reasonable attorneys' fees arising from the rendering of such confidential opinions and reports by the Consultant to the Client.