10-PROFESSIONAL SERVCES CONTRACT WITH HAYTER ENGItem No. 10
me�no�andum
TO: City Council
John Godwin, City Manager
FROM: Shawn Napier, P.E., Director of Engineering, Planning & Development
SUBJECT: PROFESSIONAL SERVICES CONTRACT WITH HAYTER
ENGINEERING, INC.
DATE: 2-4-2013
BACKGROLJND: The City of Paris sold Certificates of Obligation (CO) in the amount of
$3,005,000 in 2010 for the construction of S. Collegiate Drive from Loop 286 to Bid Sandy
Creek Bridge in conjunction with the Texas Department of Transportation's work on F.M. 1507
(Jefferson Rd.). This project was completed and contract closed at the November 12, 2011 City
Council meeting. The remaining fund balance is approximately $951,000. The covenants of the
CO limit the project area where the money can be spent.
STATUS OF ISSUE: This contract is for the design of S. Collegiate Drive reconstruction
between Clarksville St. and the Big Sandy Creek bridge, a parking lot for the Trail de Paris and a
second entrance into the Police & Court Building. The design will incorporate plans,
specifications and estimates to be provided to the City in order to put the project out for bids.
BUDGET: Hayter Engineering's fee for the design of the project is $43,900. This will be
funded from the Capital Improvement Program. The overall project cost is estimated at
$938,000.
RECOMMENDATION: Approve a contract with Hayter Engineering, Inc. for engineering
services on S. Collegiate Drive reconstruction.
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 corpora.tion, acting herein
through a duly authorized officer, herein called "ENGINEER," because CIT'Y desires ENGINEER'S
services in connection with engineering services for a Collegiate Drive paving project, as follows:
"Street improvements to South Collegiate Drive from the intersection with
Clarksville Street 2,800 LF south to the bridge over Sandy Creek, a drive entrance
from South Collegiate Drive to the Police Deparhnent, and a parki.ng lot near the
South Collegiate Drive intersection with the Trail de Paris."
WITNESSETH:
For the mutual promises and benefits herein described, the parties agree as follows:
1. Term of AGREEMENT: This AGREEMENT shall become effecfiive on the day it is
executed, and shall continue in ef�ect 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 ir� the
corresponding construction contract, and services beyond that ti.me, 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: Owner shall pay ENGINEER as follows:
{a) Prelimina�ry Phase Engineering, $2,300; and Design Plans and Specs, $35,800
(b) CITY shall pay ENGINEER for additional services requested by CITY, at the hourly
rates on E�ibit B hereto, plus reimbursable expenses.
(c) ENGINEER may submit monthly sta.tements 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. ff 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.
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(d) In the event of ternunation by CITY, ENGINEER shall be entitled to payment for
services rendered through receipt of termination notice.
(e) "Reimbursabie 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 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 information known to CITY; (iii)
ensure access for the ENGINEER to properties necessary for perforniance of the
ENGINEER'S wark; (iv) provide legal, accounting, or insurance consultants, fuiancial
advisors or other similar specialists as required for the proj ect; (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 liabiiity, 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. Termina.tion: The obligation to provide further services under this AGREEMENT may be
terminated by either party upon ten (10} calendaz 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 proj ect contemplated under this AGREEMENT. They are not intended for reuse
on extensions of that project, ar on any other project. Any reuse without written verification
or adaptation by ENGINEER for the specific purpose intended will be at CTTY'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 CTTY and ENGINEER, and contains the entire agreement
between the parties. Ora1 modifications to this agreement shall have no foree or effect.
9. Texas Law to A�p�; Successors: Construction: This AGREEMENT shall be construed
under and in accordance with the laws of the Sta.te 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:
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(a) Indemnification. ENGINEER shall release, indemnify and hold CTTY and its
officers, agents and employees harmless from and a.gainst all 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 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 ather factors, the ENGINEER does not imply nor guarantee the accuracy af
such opinions. If the CITY elects to redesign or rebid the project to reduce costs,
ENGINEER'S services for such rebidding or redesign sha11 be additional services.
(c) The ENGINEER has not been retained. or cornpensated to provide design and
construction review services relating to any construction contracto�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
#hat level of care and skill ordinarily exercised by members of the prafession
currently practicing i.n 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
da.ta on any form of electron media from the ENGINEER, CITY agrees that such files
aze instruments of service of the ENGINEER, solely for this particulaz 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 fiunished 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 sha11 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 electxonic files, the signed and sealed
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11.
hard-copy construction documents shall govern.
In addition, the CITY agrees, to the fullest extent permitted by law, to release the
ENGINEER, its officers, directors, emplayees and subconsultants against a11
damages, liabilities or costs, including reasonable attorneys' fees and defense costs,
ari.sing from any changes made by anyone other than the ENGINEER or from any
reuse of the electronic files.
( fl Independent Contractor. ENGIlVEER covenants and agrees thst 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 sha11 be
responsible for the acts and omissians of its officers, agents, employees, contractors,
subcontractors and consultants; that the doctrine of respondent superior sha11 not
apply as between CTTY and ENGINEER, its officers, agents, employas, contractors,
subcontra.ctors and consultants, and notlung herein shall be construed as creating a
partnership or joint enterprise between CTTY and ENGINEER.
(g) No Assignment. ENGINEER covenants and agrees that during the term of this
agreement, the services to be provided hereunder remain #he sole responsibility of
ENGINEER, and that ENGINEER shall not during the term of this agreement assign,
subcontr�act, 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 aze perforniable 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.
Amendments to this contract shall be in writing, and be signed by the appropriate authorized
parties for both CTTY 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 , 2013.
ENGINEER: HAYTER ENGINEERING, INC.
By: �? t� �
ATTEST:
(Corporate Seal)
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CITY: CITY OF PARIS
By:
r:�r���
(Sea1}
EXHIBIT A
BASIC SERVICES OF ENGINEER
2.1 General
The Project contemplated herein will consist of arterial classification street paving and
parking improvements, being Collegiate Dr. from Clazksville St. to Sandy Creek, a
drive entrance to the Police Dept., and a parking lot for Trial de Paris. 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 Desi�n 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 obta.in.ing from others, data or
services outside those of ENGINEER described herein, and assist CTTY in obtaining
same.
2.2.3 Identify and ana.lyze 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, Drawings and Specification Phase
2.3.1 Prepare final drawings to show the general scope, extent and chazacter 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 CTTY, its Iegal 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 prepara#ion of other related
documents.
2.3.5 Furnish one copy of the above documents and of the Drawings and Specifica.tions
and present and review them with CITY. Two additional copies will be furnished by
the ENGINEER to the Texas Commission on Environme�ltal Quality (TCEQ) for
review and concurrence in the Project.
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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 serv�ices" which may be
added as required will be paid for as additional services in accord with Section 3b.
2.4 Biadin�
2.4.1 Assist CITY in advertising for bids for a single prime contract for the Work.
2.4.2 Prepaze 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.
2.5 Constructi on Review
2.5.1 ENGINEER sha11 provide construction review services as requested by CITY. Such
servic�s may include the following:
2.5.2.1 ENGINEER sha11 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 shall
endeavor to determine in general, if such work is proceeding in accorda.nce with the
contract documents.
2.5.2.2 ENGI:�TEER'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 EI`TGINEER'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 sha11 not, however, during such visits or as a result of such observations,
supervise, direct or have control over CONTRACTOR' S work, nor sha11 ENGINEER
have authority over or responsibility for the means, methods, techniques, sequences or
procedures of construction selected by CONTR.ACTOR 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 CON`I'RACTOR' S failure to fumish and
perform their work in accordance with tlne contract documents.
2.5. � Interpretations and Clarifications - ENGINEER shall issue necessary interpretations and
clarifications of the contract documents and in connection therewith prepare work
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directive changes and change oxders, as required.
2.5.4 Shop Drawin�s & 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 proj ect 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 Pa�ment - Based on ENGINEER'S observations as an experienced and
quaiified design professional, on information provided by the on-site observer and on
review of applications for payment and the accompanying daxa and schedules;
ENGINEER shall determine the amount owed to CONTR.ACTOR and recommend in
writing payments to CONTRACTOR. This recommendation will constitute a
representation to CITY that the work has progressed to the point indica.ted, 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 exhaustiv�, continuous or detailed reviews or
examinations to check the quality or quantiiy 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
ENGIIV'EER to malce any examination to ascertain how or for what pur�oses
C4NTR.ACTOR 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 encurnbrances, or that there may not he
other matters at issue between CITY and CONTRACTOR that might affect the amount
tYiat should be paid.
2.5.6 Inspections - ENGINEER sha11 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
omissians of any CONTR.ACTOR, or its subcontractor, supplier, or any of the
CONTR.ACTOR' S or subcontractor's suppliers, agents or employees, or any other persons
(except ENGINEER'S own employees and agents) at the site or otherwise fumishing or
performing any of the CONTRACTOR'S work; however, nothing contained in this
section sha11 release ENGINEER from liability far failure to properly perform duties and
responsibilities assumed by ENGINEER in the contract documents.
SECTION 2.6
2.6. i Warranty Review — ENGINEER will provide assistance, as requested, during the
construction warranty review phase of the project.
E��iIBIT A
Schedule of Per Diem Rates
Januaty 2013
Personnel
Principals
Project Managers
Project Engineer
Intern Engineers
Senior Technicians
CAD Technician
Draftsmen
Administrative Assistant
Environmentalist
On-Site Observer
Surveyor
Survey Technician
Survey Crew - 2 Man Party
Survey Crew - 3 Man Party
Hourly Rates
150.00
125.00
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'/a hour.
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