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11-C Clottey Eng Bridge RepairDRAFT F:ALICE\RFSWORK\CURRENT Clottey Eng Bridge Repair Contract Res September 8, 2004 RESOLUTION NO. A RESOLUTION OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES CONTRACT FOR HYDRAULIC DESIGN, BRIDGE DESIGN AND RELATED SERVICES FOR REPLACEMENT OF THE COLLAPSED SMITH CREEK BRIDGE LOCATED ON COUNTY ROAD 32900, BEING THE SECONDARY ENTRANCE INTO THE CITY OF PARIS WATER TREATMENT PLANT; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Paris is in need of engineering design services and Clottey Engineering, Inc. has made a proposal for hydraulic design, bridge design and related services for replacement of the collapsed Smith Creek Bridge located on County Road number 32900, being the secondary entrance into the City of Paris water treatment plant; and, WHEREAS, it is deemed to be in the best interest of the City of Paris that such professional services contract in the form of Exhibit A attached hereto and made a part hereof 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 of this resolution are hereby in all things approved. Section 2. That the proposal of Clottey Engineering, Inc. for professional services described in Exhibit A attached hereto, be, and the same is hereby accepted. Section 3. That the Mayor Pro Tem of the City of Paris be, and he is hereby authorized and directed to execute on behalf of the City of Paris the Professional Services Contract in the form of Exhibit A attached hereto. Section 4. That this resolution shall be effective from and after the date of passage. PASSED AND ADOPTED this 13th day of September, 2004. Jay Guest, Mayor Pro Tem ATTEST: Sherian Dixon, Assistant City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney Contract No.:COP/CEI-001 CONTRACT FOR ENGINEERING SERVICES Lump Sum THIS CONTRACT FOR ENGINEERING SERVICES is made by and between The City of Paris, 150 SE 1St Street, Paris, Texas 75460 , hereinafter called "City", and Clottev Enqineerinq, Inc., at 108 Bonham Street, Suite 300. Paris, Texas 75460, hereinafter called "Engineer," for the purpose of contracting for engineering services. The services involve hydraulic design, bridge design and related services for the replacement of the collapsed Smith Creek bridge on CR 32900, Lamar County, as described in Attachment-B. WITNESSETH WHEREAS, the City has selected the Engineer to provide the needed services and the Engineer has agreed to provide the services subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, the City and the Engineer, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows. AGREEMENT ARTICLE 1. SCOPE OF SERVICES: The City and the Engineer will furnish items and perform those services for fulfillment of the contract as identified in Attachment A, "Services to be Provided by the City" and Attachment B, "Services to be Provided by the Engineer". All services provided by the Engineer will conform to standard engineering practices and applicable rules and regulations of the Texas Engineering Practices Act and the rules of the Texas Board of Professional Engineers. ARTICLE 2. CONTRACT PERIOD. This contract becomes effective when fully executed by all parties hereto and it shall terminate no later than 5:00pm on September 30, 2004, unless the contract period is: (1) modified by written supplemental agreement prior to the date of termination as set forth in Article 7, Supplemental Agreements; (2) extended due to a work suspension as provided for in Article 9, Paragraph C; or (3) otherwise terminated in accordance with Article 19, Termination. Any work performed or cost incurred before or after the contract period shall be ineligible for reimbursement. ARTICLE 3. COMPENSATION. A. Maximum Amount Payable. The maximum amount payable under this contract without modification is $15,000.00 (Fifteen Thousand Dollars), as shown in Attachment C, Fee Schedule. B. Basis of Payment. The basis of payment is identified in Attachment C, Fee Schedule. Reimbursement of costs incurred shall be in accordance with Attachment C, Fee Schedule. C. Reimbursement of Eligible Costs. To be eligible for reimbursement, the Engineer's costs must (1) be incurred in accordance with the terms of contract; and (2) be in accordance with Attachment C, Fee Schedule. Satisfactory progress of work shall be maintained as a condition of payment. ARTICLE 4. PAYMENT REQUIREMENTS A. Monthly Billing Statements. The Engineer shall request reimbursement of costs incurred by submitting the original and one copy of an itemized billing statement in a form acceptable to the City. The Engineer is authorized to submit requests for reimbursement no more frequently than monthly. B. Billing Statement. The billing statement shall show the contract number, the total amount earned to the date of submission, and the amount due and payable as of the date of the current billing statement. The Engineer's billing statement shall indicate if the work has been completed or if the billing is for partial completion of the work. EXHIBIT L Contract No.:COP/CEI-001 D. Thirty Day Payments. Upon receipt of a billing statement that complies with all invoice requirements set forth in this Article, the City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. E. Withholding Payments. The City reserves the right to withhold payment of the Engineer's billing statement in the event of any of the following: (1) If a dispute over the work or costs thereof is not resolved within a thirty day period; (2) pending verification of satisfactory work performed; (3) required reports are not received. In the event that payment is withheld, the City shall notify the Engineer and give a remedy that would allow the City to release the payment. ARTICLE 6. WORK AUTHORIZATION. The Engineer shall not begin any work until the City and the Engineer have signed the contract and has been given written authorization to begin. Costs incurred by the Engineer before the contract is fully executed or after the completion date specified in the contract are not eligible for reimbursement. All work must be completed on or before the completion date specified in the contract set forth in Article 2 of the contract (Contract Period). ARTICLE 7. SUPPLEMENTAL AGREEMENT. A. Additional Work. Before additional work may be performed or additional costs incurred, a change in the contract shall be enacted by a written supplemental agreement. Both parties must execute a supplemental agreement within the period of performance specified in the contract. The City shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to additional work not directly associated with the performance or prior to the execution of the supplemental agreement. The Engineer shall allow adequate time for review and approval of the supplemental agreement by the City prior to expiration of the contract. Any supplemental agreement must be executed by both parties within the time period established in Article 2 of the contract, (Contract Period). B. More Time Needed. If the Engineer determines or reasonably anticipates that the work authorized the contract cannot be completed before the specified completion date, the Engineer shall promptly notify the City. The City may, at its sole discretion, extend the contract period by execution of supplemental agreement. C. Changes in Scope. Changes that would modify the scope of the contract must be enacted by a written supplemental agreement. The Engineer must allow adequate time for the City to review and approve any request for a time extension prior to expiration of the contract. If the change in scope affects the amount payable under the contract, the Engineer shall prepare a revised contract estimate for the City's approval. ARTICLE 8. PROGRESS A. Progress meetings. The Engineer shall from time to time during the progress of the work confer with the City. The Engineer shall prepare and present such information as may be pertinent and necessary or as may be requested by the City in order to evaluate features of the work. B. Conferences. At the request of the City or the Engineer, conferences shall be provided at the City's office or at other locations designated by the City. These conferences shall also include evaluation of the Engineer's services and work when requested by the City. C. Reports. The Engineer shall promptly advise the City in writing of events that have a significant impact upon the progress of a work authorization, including: 1. problems, delays, adverse conditions that will materially affect the ability to meet the time schedules and goals, or preclude the attainment of project work units by established time periods; this disclosure will be accompanied by statement of the action taken or contemplated, and any City, State or federal assistance needed to resolve the situation; and 2. favorable developments or events which enable meeting the work schedule goals sooner than anticipated. 2 Contract No.:COP/CEI-001 D. Corrective Action. Should the City determine that the progress of work does not satisfy the milestone schedule set forth in a work authorization, the City shall review the work schedule with the Engineer to determine the nature of corrective action needed. ARTICLE 9. SUSPENSION OF WORK A. Notice. Should the City desire to suspend the contract but not terminate the contract, the City may verbally notify the Engineer followed by written confirmation, giving (30) thirty days notice. Both parties may waive the thirty-day notice in writing. B. Reinstatement. The contract may be reinstated and resumed in full force and effect within thirty (30) business days of receipt of written notice from the State to resume the work. Both parties may waive the thirty-day notice in writing. C. Contract Period Affected. If the City suspends the contract, the contract period as determined in Article 2 of the contract (Contract Period) shall be amended to authorize additional time. D. Limitation of Liability. The City shall have no liability for work performed or costs incurred prior to the date authorized by the City to begin work, during periods when work is suspended, or after the completion date of the contract. ARTICLE 10. ADDITIONAL WORK A. Notice. If the Engineer is of the opinion that any assigned work is beyond the scope of this contract and constitutes additional work, it shall promptly notify the City in writing, presenting the facts of the work authorized and showing how the work authorized constitutes additional work. B. Supplemental Agreement. If the City finds that the work does constitute additional work, the City shall so advise the Engineer and a written supplemental agreement will be executed as provided in Article 7, Supplemental Agreements. C. Limitation of Liability. The City shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to additional work not directly associated with or prior to the execution of a supplemental agreement. ARTICLE 11. CHANGES IN WORK A. Work Previously Submitted as Satisfactory. If the Engineer has submitted work in accordance with the terms of this contract but the City requests changes to the completed work or parts thereof which involve changes to the original scope of services or character of work under the contract, the Engineer shall make such revisions as requested and as directed by the City. This will be considered as additional work and paid for as specified under Article 10, Additional Work. B. Work Does Not Comply with Contract. If the Engineer submits work that does not comply with the terms of this contract, the City shall instruct the Engineer to make such revision as is necessary to bring the work into compliance with the contract. No additional compensation shall be paid for this work. C. Errors/Omissions. The Engineer shall make revisions to the work authorized in this contract which are necessary to correct errors or omissions appearing therein, when required to do so by the City. No additional compensation shall be paid for this work. ARTICLE 12. SUPPLEMENTAL AGREEMENTS A. Need. The terms of this contract may be modified if the City determines that there has been a significant increase or decrease in the duration, scope, cost, complexity or character of the services to be performed. A supplemental agreement will be executed to authorize such significant increases or decreases. Significant is defined to mean a cost increase of any amount and a cost decrease of twenty percent (20%) or more of the original estimated project cost. B. Compensation. Additional compensation, if appropriate, shall be calculated as set forth in Article 3 of the contract (Compensation). Significant changes affecting the cost or maximum amount payable shall be defined to include but not be limited to new work not previously authorized or previously authorized services that will not be performed. The parties may reevaluate and renegotiate costs at this time. 3 Contract No.:COP/CEI-001 C. When to Execute. Both parties must execute a supplemental agreement within the contract period specified in Article 2 of the contract (Contract Period). ARTICLE 13. OWNERSHIP OF DATA A. Work for Hire. All services provided under this contract are considered work for hire and as such all data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this contract are the property of the City. B. Disposition of Documents. All documents prepared by the Engineer and all documents furnished to the Engineer by the City shall be delivered to the City upon request by the City. The Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished the City under this contract, but further use of the data is subject to permission by the City. C. Release of Design Plan. The Engineer (1) will not release any design plan created or collected under this contract except to its sub-providers as necessary to complete the contract; (2) shall include a provision in all subcontracts which acknowledges the City's ownership of the design plan and prohibits its use for any use other than the project identified in this contract; and (3) is responsible for any improper use of the design plan by its employees, officers, or sub-providers, including costs, damages, or other liability resulting from improper use. Neither the Engineer nor any sub-provider may charge a fee for the portion of the design plan created by the City. ARTICLE 14. PERSONNEL, EQUIPMENT AND MATERIAL A. Engineer Resources. The Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the services required under this contract, or it will be able to obtain such personnel from other sources. B. Replacement of Key Personnel. The Engineer must notify the City in writing as soon as possible, but no later than three business days after a project manager or other key personnel is removed from association with this contract, giving the reason for removal. C. City Approval of Replacement Personnel. The Engineer may not replace the project manager or key personnel without prior consent of the City. The City must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the City determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the City within forty-five (45) days. ARTICLE 15. SUBCONTRACTING A. Prior Approval. The Engineer shall not assign, subcontract or transfer any portion of professional services related to the work under this contract without prior written approval from the City. B. Required Provisions. All subcontracts for professional services shall include the provisions included in this contract, and any provisions required by law. The Engineer is authorized to pay sub-providers in accordance with the terms of the subcontract, and the basis of payment may differ from the basis of payment by the City to the Engineer. C. Prior Review. Subcontracts for professional services, in excess of $10,000, shall be reviewed by the City prior to performance of work hereunder. D. Engineer Responsibilities. No subcontract relieves the Engineer of any responsibilities under this contract. ARTICLE 16. INSPECTION OF WORK A. Review Rights. The authorized representative of the City shall have the right at all reasonable times to review or otherwise evaluate the work performed hereunder and the premises in which it is being perFormed. B. Reasonable Access. If any review or evaluation is made on the premises of the Engineer or a sub- provider, the Engineer shall provide and require its sub-providers to provide all reasonable facilities and 4 Contract No.:COP/CEI-001 - assistance for the safety and convenience of the City's representatives in the perFoFinance of their duties. ARTICLE 17. SUBMISSION OF DELIVERABLES AND REPORTS All applicable deliverables and study reports shall be submitted, in preliminary form, for approval by the City before a final deliverables and reports are issued. The City's comments on the Engineer's preliminary submissions must be addressed in the final deliverables and reports. ARTICLE 18. VIOLATION OF CONTRACT TERMS A. Increased Costs. Violation of contract terms, breach of contract, or default by the Engineer shall be grounds for termination of the contract, and any increased or additional cost incurred by the City arising from the Engineer's default, breach of contract or violation of contract terms shall be paid by the Engineer. B. Remedies. This agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative. ARTICLE 19. TERMINATION A. Causes. The contract may be terminated before the stated completion date by any of the following conditions. 1. By mutual agreement and consent, in writing from both parties. 2. By either party, upon the failure of the other party to fulfill its obligations as set forth herein. 3. By the City for reasons of its own, not subject to the mutual consent of the Engineer, by giving thirty business days notice of termination in writing to the Engineer. 4. By satisfactory completion of all services and obligations described herein. B. Measurement. Should the City terminate this contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to the Engineer. In determining the value of the work performed by the Engineer prior to termination, the City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should the City terminate this contract under paragraph (3) above, the Engineer shall not incur costs during the thirty-day notice period in excess of the amount incurred during the preceding thirty days. C. Value of Completed Work. If the Engineer defaults in the performance of this contract or if the City terminates this contract for fault on the part of the Engineer, the City will give consideration to the following when calculating the value of the completed work: (1) the actual costs incurred (not to exceed the rates set forth in Attachment C, Fee Schedule) by the Engineer in performing the work to the date of default; (2) the amount of work required which was satisfactorily completed to date of default; (3) the value of the work which is usable to the City; (4) the cost to the City of employing another firm to complete the required work; (5) the time required to employ another firm to complete the work; and (6) other factors which affect the value to the City of the work performed. D. Calculation of Payments. The City shall use the fee schedule set forth in Attachment C to the contract (Fee Schedule) in determining the value of the work performed up to the time of termination. E. Excusable Delays. Except with respect to defaults of sub-providers, the Engineer shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure to progress in the performance of the work) if such failure arises out of causes beyond the control and without the default or negligence of the Engineer. Such causes may include, but are not restricted to, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. F. Surviving Requirements. The termination of this contract and payment of an amount in settlement as prescribed above shall extinguish the rights, duties, and obligations of the City and the Engineer under this contract, except for those provisions that establish responsibilities that extend beyond the contract period. G. Payment of Additional Costs. If termination of this contract is due to the failure of the Engineer to fulfill its contract obligations, the City may take over the project and prosecute the work to completion, and the Engineer shall be liable to the City for any additional cost to the City. Contract No.:COP/CEI-001 ARTICLE 20. COMPLIANCE-WITH LAWS The Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the perFormance of this contract, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, nondiscrimination, and licensing laws and regulations. When required, the Engineer shall furnish the City with satisfactory proof of its compliance therewith. ARTICLE 21. INDEMNIFICATION A. Errors, Omissions, Negligent Acts. The Engineer shall save harmless the City and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed under this contract and which are caused by or result from error, omission, or negligent act of the Engineer or of any person employed by the Engineer. B. Attorney Fees. The Engineer shall also save harmless the City from any and all expense, including, but not limited to, attorney fees which may be incurred by the City in litigation or otherwise resisting said claim or liabilities which may be imposed on the City as a result of such activities by the Engineer, its agents, or employees. ARTICLE 22. ENGINEER'S RESPONSIBILITY A. Accuracy. The Engineer shall be responsible for the accuracy of work and shall promptly make necessary revisions or corrections resulting from its errors, omissions, or negligent acts without compensation. B. Errors and Omissions. The Engineer's responsibility for all questions arising from design errors and/or omissions will be determined by the City and all decisions shall be in accordance with the City's "Errors or Omissions Policy". The Engineer will not be relieved of the responsibility for subsequent correction of any such errors or omissions or for clarification of any ambiguities until after the construction phase of the project has been completed. C. Seal. The responsible Engineer shall sign, seal and date all appropriate engineering submissions to the City in accordance with the Texas Engineering Practice Act and the rules of the Texas Board of Professional Engineers. D. Resealing of Documents. Once the work has been sealed and accepted by the City, the City, as the owner, will notify the party to this contract, in writing, of the possibility that the City engineer, as a second engineer, may find it necessary to alter, complete, correct, revise or add to the work. If necessary, the City engineer will affix his seal to any work altered, completed, corrected, revised or added. The City engineer will then become responsible for any alterations, additions or deletions to the original design including any effect or impacts of those changes on the original engineer's design. ARTICLE 23. INSURANCE The Engineer certifies that it has the necessary insurance and shall furnish proof of insurance that is acceptable to the City. The Engineer certifies that it will keep current insurance on file with that office for the duration of the contract period. If insurance lapses during the contract period, the Engineer must stop work until a new certificate of insurance is provided. ARTICLE 24. SEVERABILITY In the event any one or more of the provisions contained in this contract shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. ARTICLE 25. CONFLICT OF INTEREST The undersigned represents that its firm has no conflict of interest that would in any way interfere with its or its employees' performance of services for the department or which in any way conflicts with the interests of the department. The firm shall exercise reasonable care and diligence to prevent any actions or conditions that 6 Contract No.:COP/CEI-001 could resuft in a conflict with the department's interests. ARTICLE 26. MAILING ADDRESSES. All notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to such party at the following addresses: Engineer: Clottey Engineering, Inc. Clifford N-A. Clottey, PhD., P.E. 108 Bonham Street, Suite 300 Paris, Texas 75460 Client: City of Paris Shawn Napier, P.E., City Engineer 150 SE 1 St. Street Paris, Texas 75460 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. ARTICLE 27. SIGNATORY WARRANTY. The undersigned signatory for the Engineer hereby represents and warrants that he or she is an officer of the organization for which he or she has executed this contract and that he or she has full and complete authority to enter into this contract on behalf of the firm. These representations and warranties are made for the purpose of inducing the Client to enter into this contract. IN WITNESS WHEREOF, the Engineer and the City have executed these presents in duplicate counterparts. ENGINNER: Signature of Authorized Representative Clifford N-A. Clottev, Ph.D., P.E. Name (Type/Print) President Title Date CITY: Signature of Authorized Representative Jay Guest, Mayor Pro Tem Name (Type/Print) 09/13/04 Title Date 7 Contract No.:COP/CEI-001 ATTACHMENT A SERVICES TO BE PROVIDED BY THE CITY The City shall provide the Engineer the following: 1. A complete surveying data for the project site: The Smith Creek Bridge on CR 32900. 2. A copy of the City's standards and specifications for Hydraulic Analysis and Bridge Design. Pertinent information on the project site that may impact the final design, such as future land use (upstream and downstream; any environmental issues or concerns; utility locations within the right- of-way; etc.. ATTACH M ENT- B SERVICES TO BE PROVIDED BY THE ENGINEER The Engineer agrees to perform a complete bridge-class culvert design to replace the collapsed Smith Creek bridge on CR 32900, including: Hydraulic analyses of the site for the existing condition and the proposed structure. 2. Prepare a bridge layout, including the plan and profile for the existing bridge and the proposed structure. 3. Prepare complete plans, together with the appropriate specifications and estimates necessary for the construction of the proposed structure by September 30, 2004. The Engineer also agrees to perform revisions to the plans in response to the review comments of the City, and sha11 perform such revisions for review comments received within 30 days after September 30, 2004, when such review comments do not constitute additional work as defined in the contract. 8 ATTACHMENT - C Fee Summary for Culverts Design in City of Paris, Texas City of Paris Texas CLOTTEY ENGINEERING,INC. CONTRACT NO.: COP/CEI-001. FUf1CtiOn Function Name Project Manager 342.00 Sr. Project Engineer $36.00 Design Engineer $32.00 Jr. Engineer (EI~ $24.00 Sr. Engineer Technician $24.00 rnginniear chcia 18.00 Sr. Environ pecialist $32.00 Environ. Specialis $23.00 Clerical $15.00 3-Man Fieid Pa $37.00 RPLS $30.00 Survey Technician $19.00 Totai Hours Direct Labor Cost DLC Direct Labor Tatal OH Cost 2.60 CR 32900 / Thrasher Rd. 110 Route and Desi n Stud 4 4 2 8 18 $496.00 $ 1,289.60 120 Environmental Stud 0 $0.00 $ - 130 Ri ht-of-Wa Data 0 $0.00 $ - 150 Field Surve in 4 2 4 10 $336.00 $ 873.60 160 Roadwa Desi n Control 2 8 10 $340.00 $ 884.00 161 Draina e Desi n 8 48 24 80 $2,448.00 $ 6,364.80 162 Si nin , Pavement Markin 0 $0.00 $ - 163 Miscellaneous Roadwa 2 4 4 10 $308.00 $ 800.80 170 Culvert Desi n 4 8 24 36 $1,000.00 $ 2,600.00 SUB-TOTAL 24 6 70 56 0 0 0 0 8 0 0 0 164 $4,928.00 $ 12,812.80 $ - Direct Costs $ 265.28 CEI Fixed Fee 15% $ 1,921.92 TOTAL $ 15,000.00