2010-098 RES APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PARIS AND HAYTER ENGINEERINGRESOLUTION NO. 2010-098
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES
AGREEMENT BETWEEN THE CITY OF PARIS AND HAYTER ENGINEERING,
INC. FOR ENGINEERING SERVICES RELATED TO THE SAFE ROUTES TO
SCHOOL GRANT PROJECT; AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS; MAKING
OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Paris previously requested proposals for engineering and
design services for the Safe Routes to School Project; and,
WHEREAS, the Safe Routes to School Project is a Texas Department of
Transportation programmed designed to provide a safe environment for children to be
able to walk or ride bikes to and from schools in the Paris Independent School District; and,
WHEREAS, the City of Paris has received a proposal for such services from Hayter
Engineering, Inc., in the form attached hereto as Exhibit A; and,
WHEREAS, the City Engineer has determined that the proposal from Hayter
Engineering is the most qualified for this Project.
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 a Professional Services Agreement by and between the Ciry of
Paris and Hayter Engineering, Inc. for engineering and design services related to the Safe
Routes to School Project, attached hereto as Exhibit A, shall be and is hereby in all things
approved, and the City Manager is hereby authorized to execute and the City Clerk to attest
to said agreement. 4
Section 3. That this resolution shall be effective from and after its date of passage.
PASSED AND APPROVED this 27th day of ber, 2010.
Biard, Mayor
ATTEST:
, ,
nice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlya , City ttorney
AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is entered into by the City of Paris, a home-rule municipal corpozation
hereinafter called "CITY," and HAYTER ENGINEERING, INC., a Texas corporation, acting herein
through a duly authorized officer, herein called "ENGINEER," because CITY desires ENGINEER'S
services in connection with the Safe Routes to School transportation project.
WITNESSETH:
For the mutual promises and benefits herein described, the parties agree as follows:
1. Terrn 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 Perforzned bv 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 ta 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, wiil be deemed additional services.
3. Comqensation of ENGINEER: Owner shali pay ENGINEER as follows:
(a) Preliminary Phase Engineering, $7,400; Design Plans and Specs, $29,600; Design
Surveys, $7,400; Bid and Award, $7,400; and Construction Phase, $22,200.
(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. T'hese
will be based upon ENGINEER'S estimate of services completed at the time, and
CITY shall make prompt payments. If CTTY fails to pay ENGINEER within sixty
(60) calendar days of the receipt af 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 termination by CITY, ENGINEER shall be entitled to payment for
services rendered through receipt of termination notice.
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(e) "Reimbursable expenses" mclude, but are not limited to, long distance telephone, postage, equipment, expendables, mileage, subcontractors or speciai consultants,
freight, testing fees, copies, and blueprints. Where special consultants or
subcontractors aze 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 bv CITY: CITY shall: (i) designate a specific person as CTTY's
representative; (ii) provide ENGINEER with any previous studies, reports, data, budget
constraints, special CITY requirements, or other pertinent information knflwn to CITY; (iii)
ensure access for the ENGINEER to properties necessary for performance of the
ENGINEER' S work; (iv) provide legal, accounting, ar insurance consultants, financial
advisors or other similar specialists as required for the project; (v) make pzompt payments in
response to ENGINEER' S statements; and (vi) respond in a timely fashion to requests from
the ENGINEER. ENGINEER is entitled to reiy upon and use, without independent
verificatian 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. Tennination: 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 ta 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 pravisions 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:
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(a) Indemnificatian. ENGINEER shall release, indemnify and hold CITY and its
officers, agents and employees harmless from and against alI damages, injuries
(including death), claims, property damages (including loss of use), losses, demands,
suits, judgments 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 negIigent act or omission or intentional wrongful
act or omission pf ENGINEER, its officers, agents, employees, subcontractors,
licensees, invitees or any other third parties for whom Engineer is legally responsihle
(hereinafter "Claims"). ENGINEER is expressly required to defend CITY aga.inst 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 Iabor 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 perforrn his work, but not relating to the final or completed
structure. The ENGTNEER 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
currently practicing in the same locality under similar conditions. No other
representation, express or implied, and na 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.
Electz'onic files furnished by either party shall be subject to an acceptance period of
sixty (60) days. After the acceptance period, the electronic files shaIl 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.
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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 otlier than the ENGTNEER or from any
reuse of the electronic files.
(f) 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 forthe acts and omissions of its offzcers, 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,
subcflntractors 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 agxees that during the term of this
agreement, the services to be provided hereunder remain the sole responsibility of
ENGINEER, and that BNGINEER shall not during the term of this agreement assign,
subcontract, ar 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 ofthis 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 undezstood this AGREEMENT, have
executed such in duplicate copies, each of which shall have full dignity and force as an original, on
the day of , 2010.
ENGINEER: HAYTER ENGINEERING, ING CITY: CITY OF PARIS
By:
i
ATTEST: ~
By:
(Carporate Seal)
ATTEST:
(Seal)
EXHIBIT A
BASIC SERVICES OF ENGTNEER
2.1 General
The Project contemplated herein will consist of sidewatks and related transportation
enhancements, as described in ENGINEER's project proposal dated August 19, 2010.
ENGINEER shall provide for CITY professional engineering services as hereinafter
provided. These services will include providing professional engineering consultation and
advzce and furnishing customary civil, structural, mechanical and electrical engineering
services, and custom.ary architectural services incidental thereto.
2.2 Preliminarv Desilzn Phase
2.2.1 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 CTTY 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 Desi~n Fhase Drawings and Specification Phase
2.3.1 Prepare final drawings to show the general scope, extent and character of the work of
CONTR.A.CTOR ("Drawings"), and Technical Specifications.
2.3.2 Provide technicai data for CITY'S use in obtaining approval of governmental authorities
having jurzsdiction 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.
23.4 Prepare far 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.
2.4 Biddin
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2.4.1 Assist CITY in advertising for bids for a s~ prime contract for the Work.
2.4.2 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.
2.4.4 ENGINEER will print and distribute all sets of drawings and addendums required;
maintain a list of prospective bidders; distribute any addenda requized; provide drawings
and specification 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; submit executed documents for
approval to City Attorney an.d any funding agencies requiring document review; and
distribute executed documents.
2.5 Construction Review
2.5.1 ENGINEER shall provide construction review services. Such services may include the
fallowing: •
2.5.2.1 ENGINEER shall rziake visits to the site at intervals ENGINEER deems necessary, in
order to observe the progress and quality of the C4NTRACTOR'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 ENGTNEER'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 CONTRA.CTOR 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, tecb.niques, sequences or
procedures of construction selected by CONTRACTOR or for safety precautions and
programs incident to the work, or for any failure of CONTRA.CTOR to comply 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.
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2.5.3 Interpretations and Clazificatians - ENGINEER shall issue necessary interpretations and
clarifications of the contract documents and in connection therewith prepare work
directive changes and change orders, as required.
2.5.4 Shop Drawin~s & Substitutes - ENGTNEER shall review or take appropriate action, on
substitute materiais proposed by CONTR.ACTOR, shop drawings, samples and other data
which CONTRACTOR is xequired 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 Aqplications for Pay,,.ment - 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 determine the amount owed to CONTRACTOR and recommend in
writing payznents 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
exazninations 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 ta 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 Insnections - ENGINEER shall conduct an inspection to determine if the work is
substantially complete, and a final inspectian to determine if the completed work is
acceptable, so that ENGINEER may recommend final payment to CONTRA.CTOR. Any
such recornznendation 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 subcontractor, supplier, or any of the
CONTRACTOR' S or subcontractox'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.
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2.6 Additional Services - The folIowing additional services are known to be required at this
tirne, and will be compensated per Section 3(b) herein.
2.6.1 Environmental- ENGINEER will prepare and submit appropriate environmental review
documents, and assist OWNER in obtaining clearances as required.
EXHIBIT B
Schedule of Per Diem Rates
March 2009
Personnel Hourly Rates
Principals
140.00
Project Managers
115.00
Project Engineer
80.00
Intern Engineers
75.00
Senior Technicians
68.00
CAD Technician
45.00
Draftsmen
27.00
Administrative Assistant
42•00
Environumentalist
50.00
On-Site Observer
45.00
Surveyor
85,00
Survey Technician
40.00
Survey Crew - 2 Man Party
85.00
Survey Crew - 3 Man Party
125.00
This Schedule of hourly rates may be modified by the ENGINEER at his discretion. Time billed for
per diem rate services shall be in minimum increments of'/4 hour.
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Form 2335 (Rev. 11/09) F-,oject Number F77:::~
Page 4 of 4
(For TxDOT use ooly)
PROJECT BUDGET EST(MATE AND SOURCE OF FUNDS
This is an estimate only, finai participation amounts will be based on actual charges to the project.
Provide detailed construction cost estimate information presently available. Use Appendix C: "Detailed
Consiruction Cost Estimate," included in this applicatian (an example construction cost estimate is also
provided). Please note: while all authorized project costs are eligible for federal reimbcable, please I st anye
s h own above. The amount of project award wilt only be for construction cost. lf app
additional funding resources available that wi{I augmen t t he in fras t r u c t u r e p r o J e c l a n d d e s c r i b e h ow these tunds
wiV1 be allocated.
NOTE: Please transfer the fokals from the Detailed Construction Cost Estimate Worksheet to the corresponding
columns under this Project Budget Estimate Worksheet.
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Safe Routes to School Program (SRTS)
Infrastructure Project Appiication