2012-087 RES APPROVING PROFESSIONAL SERVICES AGREEMENT WITH HAYTER ENGINEERING FOR TRAIL DE PARIS EXTENSIONRESOLUTION N0. 2012-087
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS;
APPROVING A PROFESSIONAL SERVICES AGREEMEIVT WITH HAYTER
ENGINEERING INC., FOR THE TRAIL DE PARIS EXTENSION FROM SE 8TH
STREET TO SW 4T" STREET; AUTHORIZIIVG THE CITY MAIVAGER TO
EXECUTE ALL NECESSARY DOCUMENTS; MAKING OTHER FIIVDINGS AIVD
PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN
EFFECTIVE DATE.
WHEREAS, the City of Paris operates and maintains the Trail de Paris, a paved hike
& bike trail that runs from 8th Street SE and east to the city limit line of the City of Paris,
Texas; and,
WHEREAS, The City of Paris has been awarded a Texas Parks & Wildlife (TP&W)
Recreational Trail Grant in the amount of $160,000.00. This year's budget has
$50,000.00 set aside for this project. First Federal Community Bank Foundation and
Legacy Foundation have both pledged $25000.00 toward the project and Liberty Bank
$6000.00, Guaranty Bond Bank $5,000.00. The overall project cost is estimated at
$289,000; and,
WHEREAS, The City's portion of the project is $68,000.00 with $50,000.00 being
budgeted for 2012-2013 and the remainder being in-kind services such as clearing and
grubbing, tree removal, stripping, etc.
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 City Council of the City of Paris, Texas hereby approves the
Engineering Proposal from Hayter Engineering for the Trail de Paris project from SE 8�'
Street to SW 4� St., as specified in the Engineering Proposal and Agreement attached
hereto as Exhibit "A".
Section 3. That the City Manager is authorized to execute all documents
necessary to accept the Engineering Proposal and commence the project.
Section 4. This resolution shall be effective immediately upon passage.
DULY PASSED AND APPROVED this 8th c
A'TTEST:
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��' ice Ellis, City Clerk
APPROVED AS TO FORM:
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W. Kent � Ilyar, i Attorney
AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is entered into by the City of Paris, a home-rule municipal corporation,
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 engineering services for a Trail de Paris Extension from 8�' SE to 4�' SW.
WITNES SETH:
For 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 bv ENGINEER: Engineer shall diligently and timelyperform the
services described in the Scope of Seroices 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 sha11 be
determined as per Section 3(b) hereof.
Basic services during the construction period, if any such services aze 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.
3. Compensation of ENGINEER: City sha11 pay ENGINEER as follows:
(a) Design Plans and Specifications, including Bid and Award, $12,000.
(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 termination by CITY, ENGINEER shall be entitled to payment for
services rendered through receipt of termination notice.
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(e) "Reimbursable expenses" include, but are not limited to, long distance telephone,
postage, equipment, expendables, mileage, subcontractors or special consultants,
freight, testing fees, copies, and blueprints. Where special consultants 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 b�TY: 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 information known to OWNER;
(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 proj ect; (v) make prompt payments in
response to ENGTNEER' 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 azea.
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 OWNER'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 sha11 have no force or effect.
9. Texas Law to Applv; Successors; Construction: This AGREEMENT sha11 be consirued
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 sha11 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
ofFcers, agents and employees harmless from and against all damages, injuries
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(including death), claims, property damages (includi.ng loss of use), losses, demands,
suites, 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 negligent act of omission or intentional wrongful
act of 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 pro%ssional 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
currently 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 electronic 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 u.nauthorized changes to or reuse of the electronic files for any other project.
Electronic files fiunished by either party shall be subject to an acceptance period of
sixty (60) days. After the acceptance period, the electronic files sha11 be deemed to be
accepted and neither party shall ha.ve any obligation to correct errors or maintain
electronic files.
In the event of a conflict between the hard-copy construction docunnents 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 a11
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.
( fl Independent Contractor. ENGINEER covenants and agrees that ENGINEER is an
independent contractor and not an of�ice, agent, servant or employee of CITY; that
ENGINEER shall have exclusive control of and exclusive right to control the deta.ils
of the work performed hereunder and all persons performing same, and sha11 be
responsible for the acts and omissions of its officers, agents, employees, contractors,
subcontractors and consultants; that the doctrine of respondent superior sha11 not
apply as between CITY and ENGINEER, its oi�icers, agents, employees, contractors,
subcontractors and consultants, and nothing herein shall be construed as creating
partnership or joint enterprise between CITY and ENGINEER.
(g) No Assignmen� 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 Sta.te of Texas sha11 govern this
Agreement, and that a11 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
executed such in duplicate copies, each of which shall have full dignity and force as an original, on
the day of , 2012.
ENGINEER: HAYTER ENGINEERING, INC. OWNER:
By: , By:
ATTEST: ATT'EST:
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(Corporate Seal)
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(Seal)
EXHIBIT A
BASIC SERVICES OF ENGINEER
2.1 General
The Project contemplated herein will consist of recreational trail improvements,
e�ctending the existing Trail de Paris from 8�' SE to 4�` SW. 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 services incidental thereto.
2.2 Preliminary Design 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 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 Fina1 Design Phase, Drawin s 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.
2.3.2 Provide technical data for CITY'S use in obtaining approval of governmental 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.
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2.4 Construction Phase - If requested by CITY, any of the following construction phase
services may be provided by the ENGINEER, to be paid at ENGINEER' S per diem rates,
EXHIBIT B.
2.4.1 ENGINEER shall consult, advise, and act as CITY'S representative as provided in the
construction contract. All of CITY'S instructions to CONTRACTOR will be issued
through ENGINEER who will have authority to act on behalf of CITY to the extent
provided in said construction contract.
2.4.2 In connection with observations of the work of CONTRACTOR while it is in progress:
2.4.2.1 ENGINEER shall make visits to the site at intervals ENGINEER 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 sha11
endeavor to determine in general, if such work is proceeding in accordance with the
contract documents.
2.4.2.2 If requested by CITY or recommended by ENGINEER and agreed to in writing by CITY,
an on-site observer will be furnished, to act as directed by ENGINEER in order to assist
ENGINEER in observing performance of the work. Such services will be paid for as per
Section 3b. The duties and responsibilities and the limitations on the authority of the on-
site observer will be set forth in a separate exhibit which is to be made a part of this
Agreement before such services begin.
2.4.2.3 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 ofENGINEER'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 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.
2.4.3 Interpretations and Clarifications
ENGINEER sha11 issue necessary interpretations and clarifications of the contract
documents and in connection therewith prepare work directive changes and change orders,
as required.
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2.4.4 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 sha11 not extend
to means, methods, techniques, sequences or procedures of construction or to safety
precautions and programs incident thereto.
2.4.5 Inspections and Tests
ENGINEER sha11 have authority, as CITY'S representative, to require special inspection
or testing of the work, and sha11 receive and review all certificates of inspections, testing
and approvals required by laws, regulations, codes, orders or the contract documents, to
determine generally that their content complies with the requirements of, and the results
certified indicate compliance with, the contract documents.
2.4.6 Disputes between CITY and CONTRACTOR
ENGINEER shall act as initial interpreter of the contract documents and judge of the
acceptability of the work, and make decisions on a11 claims of CITY and CONTRACTOR
relating to the acceptability of the work or the interpretation of the requirements of the
contract documents. ENGINEER shall not be liable for the results of any such
interpretations or decisions rendered in good faith.
2.4.7 Applications for Pavment
Based on ENGINEER'S observations as an experienced and qualified design professional,
on information provided by the on-site observer and on review of ap�lications for
payment and the accompanying data and schedules; ENGINEER shall determine 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.
2.4.8 Inspections
ENGIlVEER 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 CONTR.ACTOR. Any such
recommendation is subject to the limitations expressed earlier herein.
2.4.9 Limitation of Res�onsibilities
ENGINEER shall not be responsible for the acts or omissions of any CONTRACTOR, or
its subcontractor, 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 sha11 release ENGINEER from liability
for failure to properly perform duties and responsibilities assumed by ENGINEER in the
contract documents.
SECTION 2.5 - 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 A. These and other "additional services" which may be
added as required will be paid for as additional services in accord with Section.
2.5.1 Topographic and Boundary Surveys - ENGINEER will provide field surveying necessary
to design the project, including planimetric locations, elevations, and similar topographic
information, including boundary type surveys. The lump sum fee for tlus service is
$6,000.
2.5.2 Accessibility Review - ENGINEER will obtain handicapped accessibility review for the
project. ENGINEER's lump sum fee shall be $1,000.
2.5.3 Environmental Review — ENGINEER will obtain necessary environmental clearances for
the project. The lump sum fee shall be $4,000
2.5.4 TxDOT Permits — ENGINEER will obtain TxDOT crossing permits for the project.
The lump sum fee shall be $1,000.
EXHIBIT B
Schedule of Per Diem Rates
October 2011
Personnel
Principals
Proj ect Managers
Project Engineer
Intern Engineers
Senior Technicians
CAD Technician
Draftsmen
Administrative Assistant
Environmenta.list
On-Site Observer
Surveyor
Survey Technician
Survey Crew - 2 Man Party
Survey Crew - 3 Man Party
Hourly Rates
145.00
120.00
85.00
80.00
75.00
50.00
30.00
50.00
50.00
45.00
85.00
45.00
85.00
125.00
The schedule of per diem rates may be changed by the ENGINEER at his sole discretion. Time billed
for per diem rate services shall be in minimum increments of 1/a hour.
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