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22-Move to approve an agreement with Hayter Eng. related to S. Collegiate DriveCITY COUNCIL AGENDA ITEM BRIEFING SHEET Submittal Date: Originating Department: Presented By: Agenda Item No.: 09/25/09 Engineering, Planning & Shawn Napier, P.E. Director of Council Date: Development Engineering, Planning & 22 09/28/09 Develo ment RECOMMENDED MOTION: Move to approve an agreement for professional services with Hayter Engineering, Inc. for engineering services related to S. Collegiate Drive expansion and authorizing the City Manager to negotiate and execute all necessary documents. POLICY ISSUE(S): Professional Services BACKGROUND: This contract with Hayter Engineering will be for the design of S. Collegiate Drive from Loop 286 to the bridge just east of Dragon Park. The design work will include plans, specifications and estimates for the project. The estimated cost of the design work is $171,200.00. Several meetings have been held with TxDOT to coordinate the design, layout and construction of the roadway. The time line for the project is to prepare plans in conjunction with TxDOT's plan for F.M. 1507 (Jefferson Road) and to bid the project out in April 2010. BOARD/COMMISSION RECOMMENDATION: N/A EXHIBITS: Contract ACTION: BUDGET INFO: Cerrificate of Obligarion Bonds ❑ Financial Report ❑ Minute Order Expense $171,200 ❑ Department Report ~ Resolution Budgeted Amt. $ ❑ Presentation ❑ Ordinance y'I'D Actual $ ❑ Public Hearing ❑ Other Acct. Name Acct. Number FISCAL NOTES: A reimbursement resolution will have to be adopted by the City Council within 60 days of the AFA expense in order for it to be reimbursed by the certificate of obligation. REVIEWED AND APPROVED BY: Z Administration Z Ciry Clerk ❑ Communiry Development ❑ EMS/IT ❑ Finance ❑ Fire ❑ Municipal Court ❑ Legal ❑ Library ❑ Police Z Eng./Public Works ❑ Urilities City of Paris Revised 2/04/08 04 - V-119 DRAFT attorney\reswork\current\S Collegiate Dr Expansion Project Prof Serv Contr - Hayter Res 2009 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, ACCEPTING THE PROPOSAL OF HAYTER ENGINEERIIVG, INC. FOR ENGINEERING SERVICES TO PROVIDE DESIGN AND SPECIFICATIONS FOR THE SOUTH COLLEGIATE DRIVE EXTENSION AND EXPANSION PROJECT AND AUTHORIZING THE EXECUTION OF AN ENGINEERING SERVICES AGREEMENT; MAKING OTHER FINDIIVGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on August 20, 2009, the City Council of the City of Paris, Texas, approved suing certificates of obligation for the funding of the South Collegiate Drive Extension and Expansion Project from Loop 286 going north to jefferson Road (FM 1507) continuing north approximately 1300 feet to the bridge; and, WHEREAS, the City has received a proposal from Hayter Engineering, Inc. to provide engineering services for design and specifications for the South Collegiate Drive Extension Project, for an amount not to exceed $171,200.00, as described in the proposal attached here to as Exhibit A; and WHEREAS, it is deemed appropriate that the proposal of Hayter Engineering, Inc. to provide engineering services for plans and specifications for these projects be approved and the City Manager be authorized and directed to negotiate and execute on behalf of the City of Paris a professional services agreement with Hayter Engineering, Inc. in a form substantially similar to the form attached hereto as Exhibit B. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the proposal of Hayter Engineering for engineering services for the design and specifications for the South Collegiate Drive Extension and Expansion Project for an amount not to exceed $171,00.00, be, and the same is hereby accepted. Section 3. That the City Manager be, and he is hereby authorized and directed to negotiate and execute on behalf of the City of Paris an Engineering Services Agreement with Hayter Engineering, Inc. for design and specifications for the above referenced street project, under the terms and conditions and in a form approved by the City Attorney. Section 4. That this resolution shall be effective from and after its date of passage. ..~.,12C PASSED AND APPROVED this 28th day of September, 2009. Jesse James Freelen, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, City Attorney " 12 1 AGREEMENT FOR PROFESSIONAL SERVICES TI-:is AGREEMENT is entered into by the City of Paris, a home-rule municipal corporation he: einafter called CITY," and HAYTER ENGINEERING, INC., a Texas corporation, acting herein th: oubh a duly authorized officer, herein called "ENGINEER," because CITY desires ENGINEER'S se.vices in connection with engineering services for the Collegiate Drive paving project. WITNESSETH: Foc the mutual promises and benefits herein described, the parties agree as follows: Term of AGREEMENT: This AGREEMENT shall become effective on the day it is executed, and shall continue in effect thereafter until the services provided for herein have been performed, or until terminated as provided herein. 2. Services to be Performed by ENGINEER: Engineer shall diligently and timely perform the services described in the Scope of Services attached hereto and incorporated herein by reference as Exhibit A. CITY may request additional services of any type normally rendered by ENGINEER. These will be called "Additional Services," and compensation shall be determined as per Section 3(b) hereof. Basic services during the construction period, if any such services are included in this AGREEMENT, are understood to be for the time of completion initially specified in the corresponding construction contract, and services beyond that time, including services as expert witness or assisting in litigation, or services due to failure of the CONTRACTOR to complete on time, will be deemed additional services. Compensation of ENGINEER: Owner shall pay ENGINEER as follows: (a) Preliminary Phase Engineering, $17,120; and Design Plans and Specs, $154,080 (b) CITY shall pay ENGINEER for additional services requested by CITY, at the hourly rates on Exhibit B hereto, plus reimbursable expenses. (c) ENGINEER may submit monthly statements for basic and additional services. These will be based upon ENGINEER'S estimate of services completed at the time, and CITY shall make prompt payments. If CITY fails to pay ENGINEER within sixty (60) calendar days of the receipt of ENGINEER'S statement, the amounts due ENGINEER shall increase at the rate of one percent (1 a month. ENGINEER may, after giving seven (7) days written notice to CITY, suspend services until paid. (d) In the event of tennination by CITY, ENGINEER shall be entitled to payment for services rendered through receipt of termination notice. EXHIBIT.g, (e) "Reimbursable expenses" include, but are not limited to, long distance telephone, postage, equipment, eYpendables, mileage, subcontractors or special consultants, freight, testing fees, copies, and blueprints. Where special consuitants or subcontractors are used as additional services, the ENGINEER' S reimbursement shall include a service charge equal to 5% of the subcontractor's invoice amount. 4. Services to be Performed by CITY: CITY shall: (i) designate a specific person as CITY's representative; (ii) provide ENGINEER with any previous studies, reports, data, budget constraints, special CITY requirements, or other pertinent infornlation known to CITY; (iii) ensure access for the ENGINEER to properties necessary for performance of the ENGINEER'S work; (iv) provide legal, accounting, or insurance consultants, financial advisors or other similar specialists as required for the project; (v) make prompt payments in response to ENGINEER'S statements; and (vi) respond in a timely fashion to requests from the ENGINEER. ENGINEER is entitled to rely upon and use, without independent verification and without liability, all information and services provided by CITY or CITY's appointees, or with respect to buried utilities, the utility providing service in the project area. 5. Termination: The obligation to provide further services under this AGREEMENT may be terminated by either party upon ten (10) calendar days written notice, in the event of substantial failure by the other party to perform in accordance with the terms hereof. 6. Reuse of Documents: All documents prepared by ENGINEER are instruments of service for the specific project contemplated under this AGREEMENT. They are not intended for reuse on extensions of that project, or on any other project. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at CITY's sole risk and without liability to ENGINEER. 7. Notices: Any notices to be given hereunder by either party to the other may be effected either by personal delivery, in writing, or by registered or certified mail. 8. Sole Parties and Entire AGREEMENT: This AGREEMENT shall not create any rights or benefits to anyone except the CITY and ENGINEER, and contains the entire agreement between the parties. Oral modifications to this agreement shall have no force or effect. 9. Texas Law to Apply; Successors; Construction: This AGREEMENT shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the parties hereto and their representatives, successors and assigns. Should any provisions in this AGREEMENT later be held invalid, illegal or unenforceable, they shall be deemed void, and this AGREEMENT shall be construed as if such provision had never been contained herein. 10. Other Provisions: The parties hereto further agree as follows: (a) Indemnification. ENGINEER shall release, indemnify and hold CITY and its officers, agents and employees harmless from and against all damages, injuries 2 'a k'12J (including death), claims, property damages (including loss of use), losses, demands, suits, j udgments and costs, including reasonable attorney's fees and expenses, in any way arising out of, related to, or resulting from the services provided by ENGINEER but only to the extent caused by the negligent act or omission or intentional wrongful act or omission of ENGINEER, its officers, agents, employees, subcontractors, licensees, invitees or any other third parties for whom Engineer is legally responsible (hereinafter "Claims"). ENGINEER is expressly required to defend CITY against all such Claims. (b) Any opinion of the probable construction cost prepared by the ENGINEER represents only his judgment as a design professional and is supplied for the general guidance of the CITY. Since the ENGINEER has no control over the cost of labor and material, or many other factors, the ENGINEER does not imply nor guarantee the accuracy of such opinions. If the CITY elects to redesign or rebid the project to reduce costs, ENGINEER' S services for such rebidding or redesign shall be additional services. (c) The ENGINEER has not been retained or compensated to provide design and construction review services relating to any construction contractor's safety precautions or to means, methods, techniques, sequences, or procedures required for the contractor to perform his work, but not relating to the final or completed structure. The ENGINEER does not in any manner guarantee the performance of the construction contractors. (d) ENGINEER will strive to perform services hereunder in a manner consistent with that level of care and skill ordinarily exercised by members of the profession cunently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee is included or intended in this AGREEMENT, or in any report, opinion, document, or otherwise. (e) Delivery of Electronic Files - In accepting and utilizing any drawings, reports and data on any form of electron media from the ENGINEER, CITY agrees that such files are instruments of service of the ENGINEER, solely for this particular Project. The CITY agrees not to reuse these electronic files for any purpose other than of the Project. The CITY agrees to waive all claims against the ENGINEER resulting from any unauthorized changes to or reuse of the electronic files for any other project. Electronic files furnished by either party shall be subject to an acceptance period of sixty (60) days. After the acceptance period, the electronic files shall be deemed to be accepted and neither party shall have any obligation to correct errors or maintain electronic files. In the event of a conflict between the hard-copy construction documents and record drawings prepared by the ENGINEER and the electronic files, the signed and sealed hard-copy construction documents shall govern. 3 - ,_...,_124 In addition, the CITY agrees, to the fullest extent permitted by law, to release the ENGINEER, its officers, directors, employees and subconsultants against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from any changes made by anyone other than the ENGINEER or from any reuse of the electronic files. Independent Contractor. ENGINEER covenants and agrees that ENGINEER is an independent contractor and not an officer, agent, servant or employee of CITY; that ENGINEER shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondent superior shall not apply 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 ENGINEER. (g) No Assignment. ENGINEER covenants and agrees that during the term of this agreement, the services to be provided hereunder remain the sole responsibility of ENGINEER, and that ENGINEER shall not during the term of this agreement assign, subcontract, or in any other way authorize or retain other parties to provide such services without the express written consent of CITY. (h) Venue. The parties agree that the laws of the State of Texas shall govern this Agreement, and that all aspects of this Agreement are performable in Lamar County, Texas. Exclusive venue for any claim or lawsuit arising out of or related to this Agreement shall lie in Lamar County, Texas. 11. Amendments to this contract shall be in writing, and be signed by the appropriate authorized parties for both CITY and ENGINEER. IN WITNESS WHEREOF, the parties, having read and understood this AGREEMENT, have exCCUted such in duplicate copies, each of which shall have full dignity and force as an original, on the day of SEPTEMBER , 2009. ENGINEER: HAYTER ENGINEERING, iNC. CITY: CITY OF PARIS By: By: / ATTEST: , (Corporate Seal) ATTEST: (Seal) „ -..,,125 EXHIBIT A BASIC SERVICES OF ENGINEER 2.,11 General The Project contemplated herein will consist of arterial classification street paving and drainage improvements, being Collegiate Dr. from Loop 286 North to 1300 feet above FM 1507, and including water and sewer extensions. ENGINEER shall provide for CITY professional engineering services as hereinafter provided. These services will include providing professional engineering consultation and advice and furnishing customary civil, structural, mechanical and electrical engineering services, and customary architectural services incidental thereto. 2.2 Preliminarv Design Phase 2.1.1 Consult with CITY to clarify and define CITY'S requirements for the Project and review available data. 2./2.2 Advise CITY as to the necessity of CITY providing or obtaining from others, data or services outside those of ENGINEER described herein, and assist CITY in obtaining same. 2.2.3 Identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the Project and participate in consultations with such authorities. 2.3 Final Design Phase Drawings and Specification Phase 2.3.1 Prepare final drawings to show the general scope, extent and character of the work of CONTRACTOR ("Drawings"), and Technical Specifications. 23.2 Provide technical data for CITY'S use in obtaining approval of governrnental authorities having jurisdiction to approve the design of the Project, and assist CITY in consultations with said approval authority. 2.3.3 Advise CITY of any adjustments to the latest opinion of probable Total Project Costs. 2.3.4 Prepare for review and approval by CITY, 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. 2.3.5 Furnish one copy of the above documents and of the Drawings and Specifications and present and review them with CITY. Two additional copies will be furnished by the ENGINEER to the Texas Commission on Environmental Quality (TCEQ) for review and concurrence in the Project. 5 - JL 2U 2.4 Biddin 2.4.1 Assist CITY in advertising for bids for a si~ prime contract for the Work. 2.;.2 Prepare addenda as appropriate to interpret, clarify or expand the Bidding Documents. 2.4.3 Attend the bid opening, prepare bid tabulation sheets, and recommend an award if deemed appropriate. ADDITIONAL ENGINEERING SERVICES The following "additional services" are known to be required at the time of this agreement, and are authorized at per diem rates shown as Exhibit B. These and other "additional services" which may be added as required will be paid for as additional services in accord with Section 3b. 2.5 Construction Review 2.5.1 ENGINEER shall provide construction review services as requested by CITY. Such services may include the following: 2.5.2.1 ENGINEER shall make visits to the site at intervals ENGINEEIZ deems necessary, in order to observe the progress and quality of the 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. 2.5.2.2 ENGINEER'S visits to, and representation by the on-site observer at the site, will enable ENGINEER to better carry out the duties and responsibilities assigned to ENGINEER during the Construction Phase, and, by exercise of ENGINEER'S efforts as an experienced and qualified design professional, provide CITY a greater degree of confidence that the completed work of CONTRACTOR will conform generally to the contract documents. ENGINEER shall not, however, during such visits or as a result of such observations, 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 of construction selected by CONTRACTOR or for safety precautions and programs incident to the work, or for any failure of CONTRACTOR to comp(y with laws, regulations, codes or orders applicable to CONTRACTOR'S work. Accordingly, ENGINEER can neither guarantee the performance of the construction contracts by CONTRACTOR, nor assume responsibility for CONTRACTOR'S failure to furnish and perform their work in accordance with the contract documents. 6 2.f.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. 2.f.4 Shop Drawings & Substitutes - ENGINEER shall review or take appropriate action, on substitute materials proposed by CONTRACTOR, shop drawings, samples and other data which CONTRACTOR is required to submit, but only for general conformance with the design concept of the project and the information given in the contract documents. Such review shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 2.5.5 Applications for Payment - Based on ENGINEER'S observations as an experienced and qualified design professional, on information provided by the on-site observer and on review of applications for payment and the accompanying data and schedules; ENGINEER shall deternzine the amount owed to CONTRACTOR and recommend in writing payments to CONTRACTOR. This recommendation will constitute a representation to CITY 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. However, ENGINEER will not thereby be deemed to have made exhaustive, continuous or detailed reviews or examinations to check the quality or quantity of CONTRACTOR'S work as it is furnished, beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the contract documents. ENGINEER'S review of CONTRACTOR'S work for the purpose of recommending payments will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes 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 CITY and CONTRACTOR that might affect the amount that should be paid. 2.5.6 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 final payment to CONTRACTOR. Any such recommendation is subject to the limitations expressed earlier herein. 2.5.7 Limitation of Responsibilities - ENGINEER shall not be responsible for the acts or omissions of any CONTRACTOR, or its subcontr.actor, 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 this section shall release ENGINEER from liability for failure to properly perform duties and responsibilities assumed by ENGINEER in the contract documents. 9 ~ . l ; 1 SECTION 2.6 2.6.1 Bid and Award - Beyond basic fee services specified elsewhere herein, ENGINEER will print and distribute all sets of drawings and addendums required; maintain a list of prospective bidders; distribute any addenda required; provide drawings and specifications to contractor plan rooms; and attend a pre-bid conference if one is deemed advisable. Further, ENGINEER will prepare the necessary sets of documents for contract execution; work with CONTRACTOR and CITY to execute same; subrnit executed documents for approval to City Attorney and any funding agencies requiring document review; and distribute executed documents. 2.6.2 Crossing Permits - ENGINEER will assist CITY in obtaining permits required for construction on highway right-of-way, including preparation of necessary forms, and liaison with railroad or state. 2.6.2 Stormwater Plan - ENGINEER will prepare the Stormwater Pollution Prevention Plan for the project. 2.6.3 Warranty Review - ENGINEER will provide assistance, as requested, during the construction warranty review phase of the project. 8 ~~~~29