08 Approve a resolution to enter into a contract with HDR Engineering Inc. to provide engineering services to assist with the study of waterCITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date:
Originating Department:
Presented By:
Agenda Item No.:
5-19-2008
Engineering 41
Shawn Napier, P.E. City Engineer
8.
Council Date:
/Director of Public Works
5-27-2008
RECOMMENDED MOTION: Approve a resolution to enter into a contract with HDR
Engineering, Inc. to provide engineering services to assist with the study of water
availability in Pat Mayse Lake and authorizing the City Manager to negotiate and execute
all necessary documents.
POLICY ISSUE(S):
Professional Service Contract
BACKGROUND:
HDR is an engineering consulting firm that has a group that specializes in water
availability studies, water rights and water resources in Texas. HDR will work with the
Study Committee and City Staff to determine the water availability in Pat Mayse Lake.
HDR will replace CD1VI (Camp, Dresser and McKee) who we previously had assisted
with the project. CDM withdrew because of a conflict of interest in a contract with the
State of Oklahoma.
BOARD/ COMMISSION RECOMMENDATION:
N/A
EXHIBITS:
Resolution and contract
ACTION:
BUDGET INFO: Up to $160,000 to be reimbursed by
❑ Financial Report ❑ Minute Order
the Ci of Irvin
❑ Department Report ~ Resolution
Expense
$ 0.00
❑ Presentation ❑ Ordinance
Budgeted Amt.
$ 0.00
❑ Public Hearing ❑ Other
yTD Actual
$ 0.00
Acct. Name
Acct. Number
FISCAL NOTES:
REVIEWED AND APPROVED BY:
M Administration Z City Clerk ❑ Community Development ❑ EMS/IT ❑ Finance ❑ Fire
❑ Municipal Court Z Legal ❑ Library ❑ Police Z Eng./Public Works ❑ Utilities
"I.
City of Paris 0041 Revised 2/04/08
.
DRAFT
f:attorney\reswork\current\HDR Engineering Prof Serv Contract Res
May 19, 2008
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A
PROFESSIONAL SERVICES CONTRACT WITH HDR ENGINEERIIVG,
INC. FOR WATER SUPPLY PLANNING CONSULTING SERVICES;
MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE
SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the City of Paris is in need of water consulting services and HDR
Engineering, Inc., 4401 West Gate Blvd., Suite 400, Austin, Texas 78745, has made
a proposal for water supply planning/consulting services, a copy of which is
attached hereto as Exhibit "A"; and,
WHEREAS, the City Engineer has reviewed HDR's proposal and
recommends that they be hired to provide Water Supply Consulting services to the
City and to the Lake Pat Mayse Water Study Committee; and,
WHEREAS, the City Council hereby finds that it is in the best interest of the
City of Paris and its citizens that the City enter into a Professional Services
Agreement with HDR Engineering, Inc. to provide water supply consulting services
to the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PARIS THAT:
Section 1. The findings set out in the preamble to this resolution are
hereby in all things approved.
Section 2. The proposal of HDR Engineering, Inc. for water supply
planning/consulting services as set forth in Exhibit A attached hereto, be, and the
same is hereby accepted; and,
Section 3. The City Manager be, and he is hereby authorized and directed
to execute on behalf of the City of Paris a Professional Services Contract with HDR
Engineering, Inc. substantially in accordance with the form attached hereto as
Exhibit A and any and all other necessary documents related thereto.
Section 4. This resolution shall be effective immediately upon passage.
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PASSED AND ADOPTED this 27th day of May, 2008.
Jesse James Freelen, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
0 0043
AGREEMENT BETWEEN CITY OF PARIS AND HDR ENGINEERING, INC.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made as of this day of , 2008, by and between the City
of Paris a home-rule municipal corporation with principal offices at P.O. Box 9037, Paris, TX 75461-
9037 ("OWNER"), and HDR Engineering, Inc., a Nebraska corparation, with an Austin, Texas office at
4401 West Gate Blvd., Suite 400, Austin, TX 78745 ("ENGINEER") for services in connection with the
project known as Water Availability Study of Pat Mayse Lake ("Project).
WHEREAS, OWNER desires to engage ENGINEER to provide professional engineering,
consulting and related services ("Services") in connection with the Project; and
WHEREAS, ENGINEER desires to render these Services as described in SECTION I, Scope of
Services.
NOW, THEREFORE, OWNER and ENGINEER in consideration of the mutual covenants
contained herein, agree as follows:
SECTION I. SCOPE OF SERVICES
ENGINEER shall perform the Services for the Project in a professional manner and the Services shall
consist of the Scope of Services as outlined in the attached Exhibit A.
SECTION U. TERMS AND CONDITIONS OF ENGINEERING SERVICES
The "HDR Engineering, Ina Terms and Conditions for Professional Services," are attached hereto as
Exhibit B and are incorporated into this Agreement by reference as if fully set forth herein.
SECTION III. RESPONSIBILITIES OF OWNER
OWNER shall provide ENGINEER the information set forth in paragraph 6 of the attached "HDR
Engineering, Ina Terms and Conditions for Professional Services."
SECTION IV. COMPENSATION
Compensation for ENGINEER'S services under this Ageement shall be on the basis of Per Diem with
hourly rates based on Payroll Cost (as shown in Exhibit B) times a factor of 2.3; provided, however, total
compensation to ENGINEER under this Agreement shall not exceed $75,000 without prior written
approval from the City Manager of the City of Paris, Texas.
Reimbursable expenses incurred in connection with such services shall be in addition to ENGINEER' S
compensation.
Compensation terms are defined as follows:
Per Diem shall mean an hourly rate equal to Payroll Cost times a multiplier of 2.3 to be paid as total
compensation for each hour an employee works on the project, plus Reimbursable Expense.
Payroll Cost shall mean salaries and wages, (basic and overtime) paid to all personnel engaged directly on
the Project, plus the cost of customary and statutory benefits including, but not limited to, social security
contributions, unemployment, excise and payroll taxes, worker's compensation, health and retirement
benefits, sick leave, and vacation and holiday pay applicable thereto. Payroll costs for various categories
of personnel are shown in Exhibit C.
Reimbursable Expense shall mean the actual expenses incurred directly or indirectly in connection with
the Project for transportation, travel, subconsultants, subcontractors, computer usage, telephone, telex,
1
EXHIBIT
0
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shipping and express, and other incurred expense. ENGINEER will add ten percent (10%) to
Reimbursable Expenses to cover supervision, administrative, and insurance expenses. To the extent
OWNER is subject to taxation, the amount of any sales tasc, excise tax, value added tax (VAT), or gross
receipts tax that may be imposed on this Agreement shall be added to the ENGINEER'S compensation as
Reimbursable Expenses.
SECTION V. PERIOD OF SERVICE
Upon receipt of written authorization to proceed, ENGINEER shall perform the Services in a diligent and
professional manner and in accordance with any time-frame established in the Scope of Service attached
hereto as Exhibit "A"..
Unless otherwise stated in this Agreement, the rates of compensation for ENGINEER'S services have
been agreed to in anticipation of the orderly and continuous progress of the project through completion.
If any specified dates for the completion of ENGINEER' S services are exceeded through no fault of the
ENGINEER, the time for performance of those services shall be automatically extended for a period
which may be reasonably required for their completion.
SECTION VI. INDEPENDENT CONTRACTOR
ENGINEER covenants and agrees that ENGINEER is an independent contractor and not an officer, agent,
servant or emploxee of CITY• that ENGINEER shall have exclusive control of and exclusive ri t to
control the deta.ils of the work performed hereunder and all persons performing same, and shall be
responsible for the acts and omissions of its officers agents, emplovees, contractors, subcontractors and
consultants• that the doctrine of respondeat superior shall not applv as between CITY and ENGINEER its
officers agents employees contractors subcontractors and consultants and nothing herein shall be
construed as creating a partnership or joint enterprise between CITY and CONTRACTOR.
SECTION VII. NOTICE
AnX notice required by this Ap-eement shall be in writing and may be delivered in person or by certified
mail return receipt reguested, addressed accordinp-lv:
CITY ENGINEER
Citv En2ineer
City of Paris HDR Engineering, Inc.
P. O. Box 9037 4401 W. Gate Blvd., Suite 400
Paris, TX 75461-9037 AusNn, TX 78745
With a couv to:
Citv Manaser
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
HDR ENGINEERING, INC. "OWNER" `BNGINEER"
BY:
NAME:
TITLE:
ADDRESS:
BY:
NAME:
TITLE:
ADDRESS:
2
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EXHIBIT A
SCOPE OF WORK
HDR Engineering, Inc. ("ENGINEER") will provide professional consulting services in the form of
technical support for Water Availability Studies of Pat Mayse Lake on an "as-needed" basis at the
direction of the City of Paris (OWNER). Consulting Services are expected to include (but are not
necessarily limited to):
1. Evaluations of water availability and firm yield of Pat Mayse Lake subject to various combinations of
current water rights, new surface water appropriations, diversion rates, environmental flows,
supplemental water sources, hydrologic assumptions, and/or other factors;
2. Performance of hydrologic simulations of Pat Mayse Lake using the Red River Basin Water
Availability Model (WAM) and/or other appropriate model;
3. Analyses of potential effects on surface water rights, other existing or proposed water supply projects,
and in-stream flows;
4. Technical research including review of contract(s) with US Army Corps of Engineers related to surface
water quantity and quality;
5. Performance of economic analyses and preliminary cost estimates including potential socio-economic
effects of project implementation and operations;
6. Development of technical correspondence, memoranda, reports, and/or presentations;
7. Review of technical correspondence, memoranda, articles, reports, and/or presentations prepared by
others;
8. Technical support in the development, review, and/or refinement of scopes of work for activities
relevant to water rights, and/or environmental permitting;
9. Preparation for and participation in meetings with staff/committee members, the public, and others for
the purposes of collection or dissemination of technical information;
10. Preparation of mapping, exhibits, graphics, and/or technical materials for meetings, presentations,
and/or formal hearings;
11. Technical support far administrative proceedings and/or litigation;
12. Testimony as an expert witness (including preparation time); and
13. Coordination, technical information exchange, and meetings with City staff, legal counsel, regulatory
and resource agencies, researchers, and consultants.
Additional Services may be provided upon request of the OWNER. Additionally, with written
authorization from the OWNER, the ENGINEER may engage subconsultants to assist with the
performance of requested services. Consulting Services are expected to be ongoing during a period of
approximately one year, beginning on the effective date of the Agreement; provided that the OWNER and
ENGINEER may renew the Agreement for additional periods of time upon mutual written consent.
A 0[1~6
EXHIBIT C
SUMMARY OF PAYROLL COST
Labor Cate o
2008 Payroll Costi
per hour)
Senior Water Rights Specialist and Project Manager
$105 to $136
Senior Civil Engineer/Hydrologist
$82 to $105
Senior Environmental Scientist
$70 to $98
Senior Economist
$60 to $98
Civil Engineer/Hydrologist
$45 to $75
Environmental Scientist
$32 to $60
GIS Specialist/Senior Tech
$32 to $50
Clerical/Admin.
$25 to $32
iPayroll costs are adjusted on January lst of each year for all employees.
on4 7
EXHIBIT B
TERMS AND CONDITIONS
HDR Engineering, Inc.
Terms and Conditions for Professional Services
1. STANDARD OF PERFORMANCE
The standard of care for all professional engineering, consulting and related services performed or furnished by ENGINEER and
its employees under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing
under the same or similar circumstances at the same time and in the same locality.
2.INSURANCE
ENGINEER agrees to procure and maintain, at its expense, Workers' Compensation insurance as required by Texas law;
Employer's Liability of $250,000; Automobile Liability insurance of $1,000,000 combined single limit for bodily injury and
property damage covering all vehicles, including hired vehicles, owned and non-owned vehicles; Commercial General Liability
insurance of $1,000,000 combined single limit for personal injury and property damage; and Professional Liability insurance of
$1,000,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by
negligent acts, errors, or omissions for which ENGINEER is legally liable. OWNER shall be made an additional insured on
Commercial General and Automobile liability insurance policies and certificates of insurance will be furnished to the OWNER.
ENGINEER agrees to indemnify OWNER for the claims covered by ENGINEER's insurance.
3. OPINIONS OF PROBABLE COST (COST ESTIMATES)
Any opinions of probable project cost or probable construction cost provided by ENGINEER are made on the basis of
information available to ENGINEER and on the basis of ENGINEER's experience and qualifications, and represents its judgment
as an experienced and qualified professional engineer. However, 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, ENGINEER does not guarantee that proposals, bids or actual project or construction
cost will not vary from opinions of probable cost ENGINEER prepares.
4. CONSTRUCTION PROCEDURES
ENGINEER's observation or monitoring portions of the work performed under construction contracts shall not relieve the
contractor from its responsibility for performing work in accordance with applicable contract documents. ENGINEER shall not
control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of
construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or
have charge of construction. ENGINEER shall not be responsible for the acts or omissions of the contractor or other parties on
the project. ENGINEER shall be entitled to review all construction contract documents and to require that no provisions extend
the duties or liabilities of ENGINEER beyond those set forth in this Agreement.
5. CONTROLLING LAW
This Agreement is to be governed by the laws of the State of Texas. Venue for any claims, disputes or lawsuits arising from or
related to this Agreement shall be in Lamar County, Texas.
6. SERVICES AND INFORMATION
OWNER will provide all criteria and information pertaining to OWNER's requirements for the project, including design
objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary
limitations. OWNER will also provide copies of any OWNER-furnished Standard Details, Standard Specifications, or Standard
Bidding Documents which are to be incorporated into the project.
OWNER will furnish the services of soils/geotechnical engineers or other consultants that include reports and appropriate
professional recommendations when such services are deemed necessary by ENGINEER. The OWNER agrees to bear full
responsibility for the technical accuracy and content of OWNER-furnished documents and services.
In perForming professional engineering and related services hereunder, it is understood by OWNER that ENGINEER is not
engaged in rendering any type of legal, insurance or accounting services, opinions or advice. Further, it is the OWNER's sole
responsibility to obtain the advice of an attorney, insurance counselor or accountant to protect the OWNER's legal and financial
interests.
7. SUCCESSORS AND ASSIGNS
5
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OWNER and ENGINEER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the
covenants of this Agreement. Neither OWNER nor ENGINEER will assign, sublet, or transfer any interest in this Agreement or
claims arising therefrom without the written consent of the other.
8. RE-USE OF DOCUMENTS
All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by
ENGINEER pursuant to this Agreement, are instruments of service with resped to the project. ENGINEER retains ownership of
ali such documents. OWNER may retain copies of the documents for its information and reference in connection with the
project; however, none of the documents are intended or represented to be suitable for reuse by OWNER or others on
extensions of the project or on any other project. Any reuse without written verification or adaptation by ENGINEER for the
specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, and OWNER will
defend, indemnify and hold harmless ENGINEER from all claims, damages, losses and expenses, including attorney's fees, arising
or resulting therefrom.
9. TERMINATION OF AGREEMENT
OWNER or ENGINEER may terminate the Agreement, in whole or in part, by giving seven (7) days written notice, if the other
party substantially fails to fulfill its obligations under the Agreement through no fault of the terminating parry. OWNER or
ENGINEER may also terminate for convenience upon thirty (30) days written notice in which case, OWNER shall compensate
ENGINEER for all services performed and accepted up through the date of termination. Where the method of payment is "lump
sum," or cost reimbursement, the final invoice will include all services and expenses associated with the project up to the
effective date of termination. An equitable adjustment shall also be made to provide for termination settlement costs
ENGINEER incurs as a result of commitments that had become firm before termination, and for a reasonable profit for services
performed.
10. SEVERABILITY
If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the
parties. One or more waivers by either party of any provision, term or condition shall not be construed by the other party as a
waiver of any subsequent breach of the same provision, term or condition.
11. INVOICES
ENGINEER will submit monthly invoices for services rendered and OWNER will make prompt payments in response to
ENGINEER's invoices.
ENGINEER will retain receipts for reimbursable expenses in general accordance with Internal Revenue Service rules pertaining
to the support of expenditures for income tax purposes. Receipts will be available for inspection by OWNER's auditors upon
request.
If OWNER disputes any items in ENGINEER's invoice for any reason, including the lack of supporting documentation, OWNER
may temporarily delete the disputed item and pay the remaining amount of the invoice. OWNER will promptly notify ENGINEER
of the dispute and request clarification and/or correction. After any dispute has been settled, ENGINEER will include the
disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only.
OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER. ENGINEER retains the right to assess
OWNER interest at the rate of one-half percent (1/2 per month, but not to exceed the maximum rate allowed by law, on
invoices which are not paid within thirty (30) days from the date of the invoice. In the event undisputed portions of ENGINEER's
invoices are not paid when due, ENGINEER also reserves the right, after seven (7) days prior written notice, to suspend the
performance of its services under this Agreement until all past due amounts have been paid in full.
12. CHANGES
The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect
unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be
authorized and signed in the same manner as this Agreement. Adjustments in the period of services and in compensation shall
be in accordance with applicable paragraphs and sections of this Agreement. Any proposed fees by ENGINEER are estimates to
perform the services required to complete the project as ENGINEER understands it to be defined. For those projects involving
conceptual or process development services, activities often are not fully definable in the initial planning. In any event, as the
project progresses, the facts developed may dictate a change in the services to be performed, which may alter the scope.
ENGINEER will inform OWNER of such situations so that changes in scope and adjustments to the time of perFormance and
compensation can be made as required. If such change, additional services, or suspension of services results in an increase or
decrease in the cost of or time required for performance of the services, an equitable adjustment shall be made, and the
Agreement modified accordingly.
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13. CONTROLLING AGREEMENT
These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal,
contract, purchase order, requisition, notice-to-proceed, or like document.
14. EQUAL EMPLOYMENT AND NONDISCRIMINATION
In connection with the services under this Agreement, ENGINEER agrees to comply with the applicable provisions of federal and
state Equal Employment Opportunity, and other employment, statutes and regulations.
15. HAZARDOUS MATERIALS
OWNER represents to ENGINEER that, to the best of its knowledge, no hazardous materials are present at the project site.
However, in the event hazardous materials are known to be present, OWNER represents that to the best of its knowledge it has
disclosed to ENGINEER the existence of all such hazardous materials, including but not limited to asbestos, PCB's, petroleum,
hazardous waste, or radioactive material located at or near the project site, including type, quantity and location of such
hazardous materials. It is acknowledged by both parties that ENGINEER's scope of services do not include services related in any
way to hazardous materials. In the event ENGINEER or any other party encounters undisclosed hazardous materials, ENGINEER
shall have the obligation to notify OWNER and, to the extent required by law or regulation, the appropriate governmental
officials, and ENGINEER may, at its option and without liability for delay, consequential or any other damages to OWNER,
suspend performance of services on that portion of the project affected by hazardous materiais until
OWNER: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or
remove the hazardous materials; and (ii) warrants that the project site is in full compliance with all applicable laws and
regulations. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and
shall not be required to become an "arranger," "operator," "generator;" or "transporter" of hazardous materials, as defined in
the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be
encountered at or near the project site in connection with ENGINEER's services under this Agreement. If ENGINEER's services
hereunder cannot be performed because of the existence of hazardous materials, ENGINEER shall be entitled to terminate this
Agreement for cause on 30 days written notice. To the fullest extent permitted by law, OWNER shall indemnify and hold
harmless ENGINEER, its officers, directors, partners, employees, and subconsultants from and against all costs, losses, and
damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all
court or arbitration or other dispute resolution costs) caused by, arising out of or resulting from hazardous materials, provided
that (i) any such cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or injury to or destruction of
tangible property (other than completed Work), including the loss of use resulting therefrom, and (ii) nothing in this paragraph
shall obligate OWNER to indemnify any individual or entity from and against the consequences of that individual's or entity's
sole negligence or willful misconduct.
16. EXECUTION
This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between ENGINEER
and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement may be amended,
supplemented or modified only by a written instrument duly executed by the parties.
17. LIMITATION OF LIABILITY
18. LITIGATION SUPPORT
In the event ENGINEER is required to respond to a subpoena, government inquiry or other legal process related to the services
in connection with a legal or dispute resolution proceeding to which ENGINEER is not a party, OWNER shall reimburse
ENGINEER for reasonable costs in responding and compensate ENGINEER at its then standard rates for reasonable time
incurred in gathering information and documents and attending depositions, hearings, and trial.
19. UTILITY LOCATION
If underground sampling/testing is to be performed, a local utility locating service shall be contacted to make arrangements for
all utilities to determine the location of underground utilities. In addition, OWNER shall notify ENGINEER of the presence and
location of any underground utilities located on the OWNER's property which are not the responsibility of private/public
utilities. ENGINEER shall take reasonable precautions to avoid damaging underground utilities that are properly marked. The
OWNER agrees to waive any claim against ENGINEER and will indemnify and hold ENGINEER harmless from any claim of liability,
injury or loss caused by or allegedly caused by ENGINEER's damaging of underground utilities that are not properly marked or
are not called to ENGINEER's attention prior to beginning the underground sampling/testing.
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