2203 RES ENTER INTO CONTRACT WITH HAYTER ENG INC IN CONTRACT NO C48-1248RESOLUTION N0. 2203
WHEREAS, the City of Paris did heretofore enter into
contract with Hayter Engineering, Inc. in Contract No. C48-
1248 for engineering services in connection with Sewage
Facility Plan and Enviromental Assessment Project; and,
WHEREAS, said City did in Resolution No. 2138 finally
terminate said agreement on December 31, 1981; and,
WHEREAS, the City of Paris did employee by contract
CRS Group Engineers, Inc. to review the existing plant
facility plans for said plant improvement and it has
assumed responsibility for that portion of the City of
Paris's Sewage Facility Plan and Enviromental Assessment
Project No. C-48-1248; and,
WHEREAS, the City of Paris Inhouse Sewage Facility
Plan and Enviromental Assessment Project Staff under the
direction of the City Engineer, Rick Conner, has assumed
responsibility for the remainder of said project; and,
WHEREAS, it i§ proper for the City of Paris to
release Hayter Engineering, Inc. from its responsibilitzes
under said Engineering Services Contract; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COliNCIL OF THE CITY OF
PARIS, that the Mayor of the City of Paris, Joe Graham,
be, and is hereby authorized and directed on behalf of
the City of Paris to execute the Release After Termination
of Contract and Indeminity Agreement with Hayter Engineering,
Inc. in the form attached hereto as Exhibit A.
Passed and adopted this 17th day of August, 1982.
, Mayor /
J e Graham l~
ATTEST:
.-1..~.t.c.~.- -
H. C'"Gr ene, City C er
APPROVED AS TO FORM:
T. . Haynes, City Attorney
EXHIBIT A
FELEASE AFTER TEF.MINATION OF
CONTP.ACT AND INDEMNITY AGREEMENT
The City of Paris, a municipal corporation, acting herein by
and through its Mayor, attested by its City Clerk with the
appraval of its City Attorney, acknowledges that the following
facts are true:
1, On April 13, 1970, the City of Paris ("City")
entered into an agreement for engineering
services for improvements to the City's
sewage treatment facilities and the
development of an area-wide sewerage
treatment system;
2. Addendums thereto were authorized and
executed as follows: Addendur.z No. 1 dated
March 25, 1975; Addendum No. 2 dated July 9,
1979; First Amended Addendum No. 2 dated
December 10, 1979; and Addendum No. 3 dated
April 13, 1981.
3, Said agreement, as supplemented and amended,
provided for the developr.lent of the project
in three steps. Al1 Step 1 phase services
were satisfactorily performed by Hayter
Engineering, Inc. ("Hayter") and the
satisfactory performance of all Step 1
services was certified by City through its
City Manager.
4. Addendur.i No. 3 to the Agreement for
Engineering Services dated April 13, 1981
provided for the performance by Hayter of_ alI
Phase or Step II services in connection with
the development of the Sewerage Facility Plan
RELLASE AFTER TERr1Ir1ATION OF CONTRACT
?1ISC (Hayter Engineering, Inc•)
Page 1
and Tnviroi~:m'_Intal Asscssment Project
No. c-48-1248.
5. Hayter acc_epted Adde~idum No. 3 to the
Agreement for Enhineering Services with the
City dated April 13, 1981 and corunenced
performance of its duties and
responsibilities thereunder.-
6. On December l, 1981, City adopted its
Resolution No. 2130 giving notice of its
intent to terrninate the Agreement for
Engineering Services.
7. City adopted its Resolution No. 2138 on
December 14, 1981 finally terminating the
Agreer.ient on Decer:zber 31, 1981 and directing
Havter to present ter::lination charges for
payment no iater than February 25, 1982.
8. The Sten II granl~ } s; the Environmental
Protection AFeT~c-7 cf `.he United States
Government to the C_t:y was duly approved, and
the City nassed and adopted its Ordinance
No. 2509 authorizinp, the issuance of
interest-bearing certificates of obligation
in the aggregate sum of $650,000.00 on
Apri1 13, 1981, which certificates of
obligation were dulv sold so that the City
was in possession of all funds necessary to
pay its share of the costs of the Agreement
for EnF,ineering Services with Hayter, the
balance to be paid by the dul_y approved
Step II grant from EPP..
9. Citv adopted its Resolutions Pdos. 2130 and
2138 and terminated the Agreement for
cr AFTE'_?, 0~' G(~--ACT
;`TC` {~'?V'_":'_y" ?'?'.,-~,_•-'r:`1ST ~ i"?C. ~
"_t ~
Ah r
Engineering Services with Hayter for its own
convenience due to the uncertainty of the
availabilitv of federal funding for the
construction phase (Step III) of the project.
10. Hayter has delivered to City, and Citv
accepts receipt frorn Hayter of, all data,
drawings, specifications, reports, estimates,
summaries and other information and materials
accumulated by the en¢ineer in performing the
Agreement to the date of its termination, all
of which are listed on Exhibit "A" attached
hereto, to which reference is here made for
all pertinent purposes.
11. Hayter has submitted its staternent for
termi-nation costs represerting the equitable
adjustment oi its charges contemplated by the
Agreer.ient - Consultin; Engineerin(-, AQreements
Pranul;ated bv EPA, r)arac-r.qph S. Termination,
and such charges have been audited, accented,
compromised, and paid bv City to Havter in
the comprorrised amount hereinatter recited,
receipt of which amount has been acknowledged
by Ha,ater by separate receipt. Certain
charges set out on the Termination Statement
subrlitted by Hayter to City have been
reserved for payment on a cost-incurred basis
after audit, as hereinaf,_-er more fullv
recited.
12. Hayter has requested a-: audit from the Te:Kas
Department oi Water Resources of its booi:s
and records in tne perform<:nce of its
Agreement, and such audit has been refused,
P.EI_EASL AFTER OF C0:77?'.ACT
`'t °_Y 1",:1^EC'_"1'~',",,
but a similarl}r requested audit has been
per-formed by the Environnental Protection
Agency of the United States GovernMent and
the results thereof transmitted to both
parties hereto.
13. Hayter is entitled to certain indeMnity
agreements by City by reason.of the
provisions of the Agreement for Engineering
Services, the facts herein acknowledged, and
its services heretofore rendered to City, and
City is willing to enter into such
agreements.
14. Citv has authorized the execution of this
P.elease after Termination of Contract and
Indemnity Agreement hy its Mzyor, attested by
its City Clerk with the approval of its Citv
Pttorney, by adoption by its City Council of
its Resolution ''o. 2203, a certified copy oi
which is attached hereto marked Exhibit "B"
and here referred to for the purpose of
incorporating the same herein for all
pertinent purposes.
T,IOG7, THEREFORE, KNOW ALL P-1Et•1 BY THESE PRESENTS, THAT the
C-itv of Paris, acting herein by its Mayor, attested by its City
Clerl: with tne approval of its City attorney, for and in
co.:Sideration of tne partial perfor-nance by Hayter Engireering,
inc. o_12~ its duties and responsibilities incumbent unon it under
tne term.s and provisions of the AgreeTnent for Engineering
Sez--:Tices between the City and Hayter hereinabove recited until
t',le date set for termination thereof bv Citv, and the deiivery bv
H~~.-~er to the City of all data, drawings, specifications,
rencrts, estimates, surmaries and other information and materials
TE° TE°._' "INr.TI j.~Z OF COI1'"F~? CT
rr~~neerin;,, inc. )
~_ceurulated bv ,i,-zvter in per7 ormir.~, the whether
co:nplet?d or in process, the :-eceipt of whicll is hereby
ack?;owledged by Citv, alI of ,-:Tnich is e~:pressly deemed to be a
valid and sufficient consideration supporting the execution of
rhis Release After Termination of Contract and Indemnity
Agreement bv City, the City of Paris, does herebv expressly
RELEySE and DISCHARGE Hayter Engineering, Inc., its successors
and assigns, Robert B. Hayter, his heirs, executors,
administrators and assigns, the other professior.al principals of
Havtcr Enaineering, Inc., their heirs, executors, administrators
and assigns, and the employees of Hayter Engineering, Inc., their
heirs, executors, administrators a-id assigns, of and trom all
claims, der,lands, actions, judgments, costs, expenses, and
execut-lons which the City of Faris ever h<-~d, or now has, or may
cr Which tne City of Paris, its -12c,c?E7:cors and assigns ever
h<2d, or now have, or may have, against t7e s~.id Havter
_„~cYing, Inc. , ~ts succes-o,-s a-,d - ' ^r,s Rol~-rt B. tIayter,
,
h~ e}:ccutors, the nther
~
pr(_fessional princignls of Havter Ensi-~e<~~ ir.zT , Znc., their heirs,
executors, administrators or assigns, ~he employees of Havter
En_,ineerin~, Inc., t'_leir he- rs , er:eciir_nr;= ,~;dr?inistrators and
2. S Sic,T1S , Cr2c'i tE'CT by, CO!lT7ECred CJlth, 02 3?"1 slIIo Ollt Of, , thcit
certain Ahreement `or Engineerin~ Services bv and between the
Ci_tv of Paris and P.obert B. Hayter d/b/a Hayter Engineering,
PTE iueCE SSo2" O-l' H3','t:P_Y' ,7,1'1gi:lE'C'YlI1g, IilC OTigl^ailv dated
Auzust 13, 1970, ar.d supplemented or a...~^ded by Adde-~dun ?.o . 1
deated :~'Iarch 25, 1975, Addendu-,n No. 2 dated July 9, 1979, First
Amer.ded hddendum llo. 2 dat-ed December 20, 1979, and Addendum.
1~o. 3 da`ed April 13, 1981, covering the subject matter and
resul*_in- in performance b~,~ Hayter, nl.l Rs hereir.above more full_y
recited.
I;`'A~'?~,:.
ER TETI'i , ~ nr , ~
_2 r En p- 4er= ~
,
st~~ouIc: t-e filed ir. spcct to th2 subject of indemnity herein,
the Ci r- agrees to e-m:ploy attorr.evs of i}s own selection to
appear and defend ti,e action on behalf of Indemritees, at the
e:Kpense of Cit_y as hereinabove recited.
PROVIDED, H0WEVER, r_hat in the event Inde::tnitees sha11
receive notice of a-,-v c1aim of anv character covered hereunder,
thev shall cause to be sent to the City of Paris, within ten days
of receipt of such notice, written notice thereof addressed to
the City Attorney of the City of Paris, and including all
in-lormation reasonablv available to Indemnitees at the time of
furnishing such notice.
Hayter acknowledges receipt of the sum of $ 54,781.13
from City and accepts said amount in full settlement of all iteris
biiled to Citv on its final Termination S*atement of Julv 28,
? , except Itc,.;~ , T*e^ 4, Item 5, and Item 18. A copy of the
iiral termiriation co~st bi11ing of .Tuly 28, 1982, is attached to
;_nc,-rpor,i*e t?-ie for_ al1 pertinent purposes, and
i _ic,li~~ .`~r . ~•c ~,_~re coMnl--te and tull identificatinn of
such items. It i.s e.-nressly agreed and understood by and between
t~r,G par.ties hereto that City will pay ail costs reasonably and
ac,~:ually incurrcc'_ bv Hayter ir. connection with each of the
afoYementioned 4-terns as and when said cost is incurred. City
sr~11 have the right tc receipt adequate proof of the incurring
o-F such cost iteras a-.d of rheir actuai pa-vment by Hayter, but
u~o~? recr ipt of such proof sha11 promptlv pay to Havter in Paris,
Te7,:as, the said sums actuall.y incurred ur.der such items.
ir. consideratinn of such payment and the further
undert«kings by Ci*y herein, Hayter fur
~nd rio? d i:arr:less Citv from anv and all
_I'u,Gf_'?.^.e.'iLS , CO.c, rS , (_'yjiC'i1cE.'S , °`ie ClltlO.^.S ,
ever.y r;ind and character, whether real,
ar:_-ing out of, or in any tvay connected
ther agrees to indemnify
claims, demands, actior.s,
and lia_bility of any and
alleged, or imaginary,
with, terrnination oi
Tn: OF CJ:?1?A CT
inc.)
G:ilindo -ngineers, a subcontractor on the nT-;,ject, said
subcontractor having not been recontracted by City after
term;nation of the Subcontract Agreement.
It is further agreed and understood by and between the
parties hereto that nothing herein contained in any way affects
the contract, the performance thereof, or anv rights, dtities,
privileges, and responsibilities arising therefrom designated the
New Regional Sewage Treatment Plant and Modernization of the
?•laster Lift Station, entitled WPC-TEX-917, under Texas Water
Quality Board and Environmental Protection Agency Project No.
C-48-0917-0I, with engineering services performed bv Hayter and
financial assistance received by City under Section 8b of the
Federal Water Pollution Control Act, 33 U.S.C. 1158. Said
Co~:tract is entirely separate from any contract mentioned herein,
:".c?j ~'J2eT1 -fllilVpe?"iGT"r?:'Cj , c?:1d rt?1s RE'lPasE' li1 710 ?T?a--~,-,^]" af-f`CtS
s<tid Contract.
I;"~l 1~'I7'~'ESS t•-1111RFOF, the Citv of Paris has cauc,~,d t~Iese
p:"_'si'_"lt, tC) }JE' E::E'Ci!rec! '7V 1tS :!2yOT', %!rtC,'StE'Cj b}' CiE.'rk,
r
1174-tn the approval of its City Attorney, all pursuant r-) the
authority granted by 'Resolution No. 2203 duly adoptec? hv the
City Council of the City of Pai-is, on the 17th day of
August 1 1Q82, a copy of which is attached hereto,
such ehecution being made on thisl7th day of
August 1G8L
,
THE CITY OF PAF.ZS
By
TiAYOR
.^-.TTEST .
~ T
I TY CL'ER::
..?'T~,_a TI...?. 'i:'i0'.~i OF C(iTPA(7T
In!c. )
~ ~
r.i PRG7 D:
CTTv. ATTORNEY
r'-.QE i::.~.I:;A7IOOF C0:'1TRACT
n 7--, I-n c.)
-