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Ordinance No. 7,921970313 -4 ORDINANCE NO. 7921 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THE SWA GROUP FOR THE DEVELOPMENT OF A MASTER PLAN FOR THE BAYTOWN NATURE CENTER; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF TWENTY -FOUR THOUSAND SEVEN HUNDRED FIFTY AND NO /100 DOLLARS ($24,750.00); AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. - BEAT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager of the City of Baytown to execute and attest to a professional services contract with The SWA Group for the development of a Master Plan for the Baytown Nature Center. A copy of said contract is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to The SWA Group of the sum of TWENTY -FOUR THOUSAND SEVEN HUNDRED FIFTY AND NO /100 DOLLARS ($24,750.00), pursuant to the contract. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 13`h day of March, 1997. ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: ACIO RAMIREZ, SR.,Ctk Attorney cAk[h30 \counci I\ord inances \S WAG roup B rownwoodN atureCe nter. Ord i nance j L PETE C. ALFA O, Mayor • The SWA Group John E. Cutler 12 February 1997 Kevin Shanley Revised: 18 February 1997; 10 March 1997 Edmund Kagi Thomas Adams David Berkson Mr. David Ondrias Juel Sorlolusst Director, Parks and Recreation William Brown William Callaway City of Baytown Gerry Campbell 2407 Market Street Pont Fox P Michael Gilbert Baytown, Texas 77520 Loreen Hiort Roy Imamura Regarding: Master Plan for The Baytown Nature Center Y Robert Jacob Gary Karner Proposal Number: RFP- 1297 -02 (BTN730) Thomas Lamb Richard Law James Lee Dear Mr. Ondrias: John S. Loomis James Mansen We are leased to submit this revised proposal for Professional Services to the City of P P P Y Justiniano Mendoza Christopher L. Miller Baytown to develop a long range conceptual master plan for development of the Jeff Morosky Baytown Nature Center in Baytown, Texas. The project area is as shown on the Donald S. Murakami Larry Pearson attached Exhibit A. In response to our review of the project with you and Mr. & Mrs. Kalvin Platt Hunt in our office on 4 February 1997, the scope of services includes work necessary to James Reeves R. Joseph Runco develop the master plan, but to keep the professional fees within budget we have Eduardo Santaella streamlined the background data collection, site analysis documentation and concept Michael Sardina development components from the scope outlined in our RFQ response to the City of P Elizabeth Shreeve Wendy Simon Baytown. Monica Simpson Donald Thompson Donald H. Tompkins .Tompk This A Bement is b and between The SWA Group (SWA) and City of Baytown gT Y P Y Y Dan Tuttle (Client), Baytown, Texas. Douglas S. Way John Wong I. SCOPE OF SERVICES A. The SWA Group will serve as the prime consultant for the project and will provide park master planning and landscape architectural design services to include conceptual studies, alternative concepts, preliminary master plan and final illustrative plan suitable for presentation purposes and acceptable to the Client. B. SWA will retain and direct the services of professional services for: 1. Crouch Environmental Services, Inc. to provide environmental assessment, habitat characterization and wetlands development planning. I1. PROCEDURE A. Phase 1 • Program Development and Site Analysis Houston Sausalito Step 1 - Program Development Laguna Beach allas Deerfield Bcar -li The purpose of this step is to develop a definitive program for development of the Nature Center park. SWA will meet with the 1245 W. 18ih $iC ^et Houston. TX 7700° FAX 713-8c8-7z:09 EXHIBIT A 713.868.1676 The S1<VA Group Mr. David Ondrias City of Baytown ® 12 February 1997 Revised: 18 February 1997; 10 March 1997 Page 2 Baytown Nature Center Subcommittee of the Parks and Recreation Advisory Board and appropriate City staff to determine the recreational needs, preferences and desires for the Nature Center. This assessment will help formulate the goals and strategies for the development of the Master Plan program. The key steps of this phase can be broken down as follows: 1. Receive from the City the background information and site plans available for the project area. 2. Participate in kick -off meeting with Subcommittee and City staff to review program issues and visit the site. 3. Meet with the Subcommittee as well as the Parks and Recreation Board to review park program issues and present site inventory and analysis graphics. 4. See paragraph 111. Meetings for meeting schedule. Step l • Products - Program In a joint effort with the Subcommittee, SWA will create a program for the Nature Center. This program will be the primary tool for development of the Master Plan. Program elements shall be organized along the following lines and evaluated for priorities and phasing unless otherwise specified by the Client: a. Created or enhanced wetlands and other habitats. b. Natural system interpretation. C. Historic /cultural intrepretation (based upon information provided by W. C. Smith). d. Recreational uses - picnic, game viewing, hiking, bicycling and fishing. e. Roads, parking and trails. f. Park maintenance facilities. Ste 2 -Site Analysis and Evaluation The purpose of this step is to assemble, organize and display information that establishes the physical framework and context for development of the Baytown Nature Center Master Plan. It is anticipated that this step in the master plan process will run concurrently with the base data and the program development phase. On the basis of background studies, on -site investigations, base maps ® and special information provided by the Client, we shall consider and evaluate the following: The SWA Group Mr_ David Ondrias City of Baytown ® 12 February 1997 Revised: 18 February 1997; 10 March 1997 Page 3 A. Cultural Factors: (1) Property configuration.* (2) Relationships to adjoining land and parcels. (3) Access potentials. (4) Limitations in the form of easements and zoning controls. (5) Existing development on the site. (6) Views, visual characteristics and scenic factors. (7) Utility location, availability and easements. (8) Recreation and open space. B. Natural Factors: (1) Generalized topography, slopes and orientation. (2) Drainage patterns. (3) Tree cover and vegetation. (4) Climate and wind factors. C. Review of Engineering Data (1) Existing and Proposed roadways on adjacent parcels and on site. * (2) Existing and Proposed utilities (water lines, petroleum, storm and sewer pipelines & easements). * * Information provided to SWA by the City of Baytown. As a part of Step 2, the SWA will provide to the Client maps as appropriate to illustrate the above information. The intent is to graphically document the forces, influences, and factors affecting future development of the park. Sources for this initial series of base maps will be through on -site analysis, current aerial photography, and other existing documents provided to SWA by the City of Baytown as requested by SWA. We will incorporate into the plan data provided by the City on an "as provided" basis. On -site inventory and site analysis to include ecosystem mapping to include upland site characterization, saline marsh character and freshwater marsh characterization. This biological characterization and habitat evaluation will help create an ecosystem map to direct and guide the nature center master planning effort. Step 2 - Products - Site Analysis/ Meetings: 1. Site Analysis Plan illustrating opportunities and constraints summarizing conclusions reached from analysis pertaining to development potential. 2. Summary memorandum on existing site conditions and improvements for items A., B. and C. above. The SVIJIA Group Mr. David Ondrias City of Baytown 12 February 1997 Revised: 18 February 1997; 10 March 1997 Page 4 3. Presentation of the site analysis /evaluation plans will be given with the presentation of the program developed in Step 1. 4. See paragraph Ill. Meetings for meeting schedule. B. Phase 2 • Conceptual Plan Studies Based upon the activities and conclusions of Phases 1, SWA will develop conceptual plan for the Baytown Nature Center. SWA will review the concept with the Subcommittee along with the Parks and Recreation Board and make refinements or study alternatives as needed. The conceptual plans will address all the major issues itemized in the previous phases and will include the following information: 1. Area context - relationship to adjacent land uses and edge definition. 2. Circulation - Vehicular access, parking and vehicular circulation. 3. Entries - Entry locations and identity opportunities. 4. Land use - conservation, preservation and recreation zones. S. Recreational Facilities - walking trails, overlooks, picnic areas, and bicycle paths. 6. Landscape character - enhancement of the existing character of the land, and proposals for improvements. 7. Utility Requirements - existing and proposed utilities for future park development. 8. Proposed phasing - logical phasing patterns for the alternative. 9. Cost Analysis. Step 2 - Products /Meetings: Conceptual master plan studies for the total project, with accompanying narrative, describing the concept. 2. Preliminary cost analysis for the Conceptual Plan. 3. See paragraph III. Meetings for meetings. C. Phase 3 • Final Master Plan Upon refinement of the approved concept study, SWA will incorporate the previous work efforts into a workable Master Plan. The information contained within the Final Site Master Plan will include the following items: 1. Area Context and Boundaries, Easements and ROW's. 2. Bay, Creeks and Watersheds. 3. Generalize topography and land forms. The SWA Group Mr, David Ondrias City of Baytown ® 12 February 1997 Revised: 18 February 1997; 10 March 1997 Page 5 4. Vehicular and pedestrian circulation. 5. Created and enhanced wetlands and other habitats. 6. Natural system intrepretation. 7. Historical /cultural intrepretation (based upon information provided W. C. Smith). 8. Recreational uses- picnic, game viewing, hiking, bicycling and fishing. 9. Landscape improvements. 10. Man -made features; overlook areas, parking, roads and trails. 11. Park maintenance facilities. 12. Land use to include conservation and preservation sites. 13. Proposed phasing. 14. Cost Analysis - a budgetary cost estimate will be prepared to accompany the master plan. Phase 3,- Products / Meetings: 1. Colored illustrative Final Master Plan (24" x 36" or 42" x 30') size sheet showing all of the above information. Final master plan document (in black and white format) will be documented on a MicroStation CAD file, version 5.5, and given to the City on a 35" computer disk as a record copy. 2. Prior to development of the final plan, a preliminary Master Plan will be presented to the Subcommittee, Parks and Recreation Advisory Board and City staff for review and approval. 3. SWA will make refinements to the preliminary Master Plan based upon the review by the Subcommittee, Parks and Recreations Advisory Board and City staff. 4. Upon review and approval by the Subcommittee and Parks and Recreation Advisory Board, the SWA Design Team will present the Final Colored Master Plan, recommend by the Parks and Recreation Advisory Board, to the Baytown City Council for final approval. 5. See paragraph Ill. Meetings for meeting schedule. D. Phase 4 • Final Master Plan Report The Design Team shall prepare an executive summary type report in an 8 -1/2" x 11" format with plan documents at 11" x 17" size. The report will explain all assumptions and design decisions made in the preparation of the Baytown Nature Center Master Plan for the City of ® Baytown. The report will include reductions of all final design drawings in color and cost estimates. The written text for the report will be in Microsoft Word, version 6.0. The SVJA Group Mr. David Ondrias City of Baytown ® 12 February 1997 Revised: 18 February 1997; 10 March 1997 Page 6 III. MEETINGS A. Phase 1 • Program /Analysis Development 1. Kick -off programming meeting and site visit with Subcommittee; 6.Ot hours 2. Program review and presentation of Site Analysis plans 2.0 hours B. Phase 2 • Conceptual Plan Studies 1. Conceptual Plan Studies Meeting with Subcommittee to present concept and review. 3.0 hours 2. Meeting with Subcommittee to review refinements to concept plan. 2.0 hours C. Phase 3 • Final Master Plan 1. Meeting with Subcommittee to present preliminary Master Plan and Report. 2.0 hours 2. Meeting to present Final Colored Master Plan and Report to the City of Baytown City Council. 2.0 hours IV. SCHEDULE Time is the essence in the performance of the services in this agreement; and, as such, SWA agrees to perform the work in accordance with the work schedule marked Appendix B with the clear understanding that this schedule does not include time for review of SWA work efforts by the Baytown Nature Center Subcommittee of the Parks and Recreation Advisory Board, City staff and City Council and for time required for the preparation of aerial survey information or site survey information. Appendix B is attached hereto and incorporated herein for all intents and purposes, subject to usual and customary standards of professional care. Revisions to the schedule must be both requested in writing and approved in writing to be effective. V. FEES AND TERMS SWA and its consultants design services as described above shall be provided for a fixed fee in accordance with the Terms and Conditions in Appendix A attached hereto and which is made a part of this Agreement by reference. Fees for Professional Services shall not exceed $21,000.00 without further written ® authorization. The SWA Group ® Mr. David Ondrias ® City of Baytown 12 February 1997 Revised: 18 February 1997; 10 March 1997 Page 7 The SWA Group $15,500.00 Crouch Environmental Services, Inc. 5,500.00 Total $21,000.00 Reimbursable expenses are not included in the fees stated above. SWA agrees that the cost of Reimbursable Expenses as identified in Appendix A under Reimbursable Costs, paragraphs A., B., C., D., and E. will not exceed $3,750.00. We will be glad to answer any questions you may have or clarify any point in this Agreement. If this proposal meets your approval, please sign below and return one copy for our files. Sincerely, b utter, F LA Accepted by: City of Baytown By: Title: Date: U ti J C r co o/ CpM y p rd Li �\ u - ,J a 4 LLJ ti T1 3 � NIrwiJIs.�. y o z� �z I I� KI O 0 w >, r 0 o LL- O ti z j © j -7 r oQ a o� C U�C >-- z z u M U 1 Exhibit "A" 3 AV coOMNFI O �a OysJ6- ab WX z u v li H ® H H W W W U W E•� d z w O Q W d C!? U wd� U �zo O� O 1 H W � �UC-t c O U a, 0 3 ' o E v� w u E o- �w � O F C O w a V u .. G O O E_ E 4 V � a c c O c c c � e a v u y 7 � T G : JS JS 7 r: ri n 0 b N . A N ti o • } n K CL. I N o ^ u � o a ^ N } H a w ,o q N N n a^ C V E A C E ^ C A A % 4 O a L c a O in °• E V c o- U � _ A E c N n 0. 0 $ 'n k - 21 c ui L � �' C u c q �,' c oo A �n •" n A y w � A � t 7 � K o o L G v G OE N C C E x •p O 4" 4 4 O O V U O 4 T V iZ vl .0 b T U ,� T vl V7 N � H L 0. c O U a, 0 3 ' o E v� w u E o- �w � O F C O w a V u .. G O O E_ E 4 V � a c c O c c c � e a v u y 7 � T G : JS JS 7 r: ri The SWA Group APPENDIX A ® Appended to and part of Agreement for Professional Services between The SWA Group, Inc. (SWA) and City of Baytown dated 12 February 1997. Revised: 18 February 1997; 10 March 1997. FEES FOR PROFESSIONAL SERVICES: Services outlined under the Scope of Services shall be provided for the fixed sum stipulated in the Agreement for Professional Services. REIMBURSABLE COSTS: The following costs shall be reimbursed at cost plus ten percent and are not included in the Fee for Professional Services: A. Cost of copies of drawings, computer plots, computer services for scanning plans for the site, copies of draft and final reports(color and black & white reproduction) including 10 copies for the City of Baytown and cost estimates; xerography and photographic reproduction of drawings and other documents furnished or prepared in connection with the work of this contract. B. Cost of commercial carrier and public transportation, lodging, car rental and parking, subsistence and out -of- pocket expenses. Private automobile travel at $.031 per mile. C. Cost of postage and shipping and delivery expenses other than first class mail. D. Long distance telephone and telegraph charges. E. Photographic services, film and processing for site photos. F. Cost of models, special renderings or perspective drawings, promotional photography, special process printing, special equipment, special printed reports or publications, maps and documents approved in advance in writing by Client. G. Fees for additional consultants retained with the approval of Client in writing i.e. site surveying and aerial overhead scaled photography. EXTRA SERVICES: A. Extra Services for The SWA Group shall be provided on a time basis computed as follows: Cutler 115.00 /hour Shanley 120.00 /hour These rates are applicable throughout the contract for the work described in the Scope of Services. Other employee time shall be charged at a multiple of two and one -half (2.5) times Direct Personnel Expense. ® Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97; Revised: 2/18/97; 3/6/97;3/10/97 Appendix A -1 The SWA Group 8. Extra Services for Crouch Environmental Services shall be provided on a time basis ® computed as follows: Greg Crouch 100.00 /hour C. Extra Services include, but are not limited to: 1 - Revisions and changes in approved drawings. 2. Attending meetings in excess of number specified. STATEMENTS: Fees for Professional Services shall be billed monthly for progress payment based upon percentage of work complete. Reimbursable Costs shall be billed with fee invoices. ACCOUNTS: Accounts are payable net 30 days from date of invoice at our office in Sausalito, California. A cash discount of 1% of invoice amount may be taken on accounts paid within 30 days of invoice date. A service charge of 1.0% of invoice amount per month (12.0% annual rate) will be applied to all accounts not paid within 60 days of invoice date. INSURANCE: SWA as well as CES shall maintain insurance in the amounts as required in the document entitled "Insurance Requirements" which is attached hereto and incorporated herein for all intents and purposes. INDEMNIFICATION: A. SWA AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND CLIENT, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY CLIENT UNDER THIS CONTRACT. IN THE EVENT OF PERSONAL INJURY TO OR DEATH OF SWA OR SWA'S EMPLOYEES, SUCH INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITES OR LIABILITY ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF CLIENT. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS OTHER THAN SWA OR ITS EMPLOYEES THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF CLIENT. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CLIENT BY REASON OF ANY OF THE ABOVE, SWA FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CLIENT. Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97; Revised: 2/18/97; 3/6/97;3 /10/97 Appendix A -2 The SWA Group this Contract or any other contract or agreement, any charter, or applicable state law. SWA assumes full responsibility for the work to be performed hereunder and hereby releases, relinquishes and discharges Client, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof; for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to- property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with SWA's work to be performed hereunder. THIS RELEASE SHALL APPLY REGARDLESS OF WHETHER SAID CLAIMS, DEMANDS, AND CAUSES OF ACTION ARE COVERED IN WHOLE OR IN PART BY INSURANCE AND REGARDLESS OF WHETHER SUCH LOSS, DAMAGE, OR INJURY WAS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE CLIENT. CONFIDENTIALITY: SWA will take all necessary precautions to protect and maintain the confidentiality of any information supplied by Client during the course of this Agreement and which is identified in writing by Client as being confidential information, except to the extent that disclosure of such information to third parties is necessary in the performance of SWA's services. This clause shall not apply to any information which is in the public domain, or which was acquired by SWA prior to the execution of this Agreement, or obtained from third parties under no obligation to Client. RIGHT TO SUSPEND SERVICES: SWA shall have the right to suspend services on this project if (a) the parties have not executed a written contract for SWA's services and unpaid invoices have been rendered with an aggregate balance exceeding $5000.00; or (b) unpaid project invoices over 90 days old exceed $5000.00 in the aggregate. AUTHORIZATION TO PROCEED: SWA shall be authorized to proceed to perform the services specified in this Agreement only if the Client has authorized SWA to proceed in writing. OWNERSHIP OF DOCUMENTS: All SWA's designs and work products relating to the Project, including, but not limited to, tracings, drawings, estimates, specifications, investigations, studies and other documents completed shall remain the property of SWA. Provided, however, SWA hereby grants and conveys an ownership interest to Client in the said designs and work products relating to the Project without SWA being retained to provide professional consulting services in relation to said use, Client does release SWA from any liability which may result from the subsequent use thereof. SWA shall provide Client with a complete set of transparencies of the designs and plans for subsequent reproduction, at Client's expense, within three (3) days of receipt by SWA of Client's written request for thesame. SWA shall have no liability for changes made to the drawings, designs and work products by others subsequent to the completion of the Project. Any such changes shall be the responsibility of the person making the change and shall be scaled by the person making the change and shall ® be appropriately marked to reflect what was changed or modified. SWA shall have no Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97; Revised: 2/18/97; 3/6/97;3/10/97 Appendix A -3 The SWA Group liability for any use by Client of the plans, drawings, designs, and work products for purposes ® other than the Project which is the subject matter of the Contract, unless SWA is hired for such other project. CREDITS/ ACKNOW LEDCMENTS: Client shall endeavor to give SWA credit and acknowledgments for all services actually rendered including, but not limited to, planning, design and implementation as may be appropriate. Proper credit shall be defined as being named by Client (or its agent /client) in project identification boards, published articles, promotional brochures, and similar communications, only to the extent that Client has control over such communications. FORCE MAJEURE: SWA shall not be responsible for any delay in the performance or progress of the work, or liable for any costs or damages sustained by Client resulting from such delay, caused by any act or neglect of the Client or Client's representatives, or by any third person acting as the agent, servant or employee of Client, or by changes ordered in the work, or as a result of compliance with any order or request of any federal, state or municipal government authority with jurisdiction over the project, or by acts of declared or undeclared war or by public disorder, riot or civil commotion, or by any other cause beyond the control and without the fault or negligence of SWA. In the event of any such delay, SWA shalt proceed with due diligence to alleviate such delay and continue the performance of all obligations under this Agreement. The time during which SWA is delayed in the performance of the work, shall be added to the time for completion of its services to the extent such time is specified in this Agreement. All additional costs or damages resulting from any delay in the performance or progress of the work caused by any act or neglect of Client, its agents or representatives, shall be borne entirely by the Client. LAW: This Agreement shall be interpreted and enforced according to the laws of the State of Texas. Any action involving the formation, performance, interpretation, application, enforceability, or breach of this Agreement, shall be filed and prosecuted in the courts having jurisdiction in Harris County, Texas, and all parties consent to the jurisdiction of such courts. The prevailing party in any such action shall be entitled to recover costs of suit and reasonable attorney's fees, as determined by the court, in addition to any other relief available. SUCCESSORS AND ASSIGNS: It is mutually understood and agreed that this Agreement shall be binding upon Client and its successors and assigns and upon SWA, its successors and assigns. Neither party shall assign nor transfer its interest in this Agreement or any part thereof without the written consent of the other party. TERMINATION: It is understood that these services may be terminated upon 10 days written notice for good reason by either party. Upon receipt of written notice by SWA or upon the mailing of written notice by SWA, whichever is appropriate, all work shall be terminated and all contracts in furtherance of this Agreement shall be likewise be terminated. In this event, SWA shall be compensated for all work performed prior to date of termination at the rates set forth above. ® Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97; Revised: 2/18/97;3/6/97;3/10/97 Appendix A -4 The SWA Group NOTICE: ® All notices required to be given hereunder shall be given in writing by telecopier, overnight, or facsimile transmission, certified or registered mail or by hand delivery at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following address: SWA The SWA Group Attn: John E. Cutler, Principal 1245 West 18th Street Houston, Texas 77008 Fax: (713) 868 -7409 CLIENT City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Fax: (281) 420 -6586 QUALITY OF SERVICES: SWA represents that the services offered or performed by SWA pursuant to this Contract shall be suitable for the intended use and purpose of Client for the Project and such services of SWA shall endeavor to be in compliance with applicable statutes, laws, regulations and codes pertaining to the Project and the intended use by Client of the Project. INDEPENDENT CONTRACTOR: Client and SWA expressly agree and understand that, this Agreement shall not create a partnership or joint venture between Client and SWA.. NO RIGHT TO ARBITRATION: Notwithstanding anything to the contrary contained in this Agreement, Client and SWA hereby agree that no claim or dispute between Client and SWA arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under Federal Arbitration Act (9U.S.C. Section 1 -14), or any applicable State arbitration statute,including, but not limited to, the Texas General Arbitration Act, provided that in the event that Client is subjected to an arbitration proceeding notwithstanding this provision, SWA consents to be joined in the Arbitration proceeding if SWA's presence is required or requested by Client of complete relief to be recorded in the arbitration proceeding. NON - WAIVER: Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. ® Baytown Nature Center Baytown, Texas SWA Group: 13TN730/2/12/97; Revised: 2/18/97; 3/6/97;3/10/97 Appendix A -5 The SWA Group NO THIRD PARTY BENEFICIARIES: This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit SWA and Client only. SEVERABILITY: All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. AUTHORITY: The officers executing this Agreement on behalf of the parties hereby confirm that such officers have full authority to execute this Agreement and to bind the party her /she represents. REVOCATION: This proposal shall be considered revoked if acceptance is not received within 90 days of the date hereof. End Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97; Revised: 2/18/97; 3/6/97;3/10/97 Appendix A -6 CITY OF BAYTOWN P.li1 Minimum Insurance Requiremen ® Commercial General Liability (CGL) General Aggregate: $2,000,000 Owners & Contractors Protective Liability: $500,000 Products & Completed Operations Aggregate: $2,000,000 Personal & Advertising Injury: $2,000,000 Per Occurrence: $1,000,000 Fire Damage: $500,000 a. Coverage shall be at least as broad as ISO CG 00 01 10 93 b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. Business Automobile Policy (BAP) Combined Single Limits: $1,000,000 a. Coverage for `Any Auto.". Errors & Omissions (E &O) Limit: $1,000,000 a. For all architects, engineers, and /or design companies. b. Claims -made form is acceptable. c. Coverage will be in force for three (2) years after project is completed. Workers' Compensation: Statutory Limits Employers Liability: $1,000,000 a. Waiver of Subrogation Required. b. Will include USL &H if any work is performed along coastal areas. Applicable to All Policies a. AM Best Rating of A:VII or better. b. Only insurance carriers licensed and admitted to do business in the State of .Texas will be accepted. 2 c. Liability policies will be on occurrence form. E & O can be on claims -made form. d. Each insurance policy shall be endorsed to state that coverage shall not "be canceled, y reduced in coverage or reduced in limits except after thirty (30) days prior writTen notice by certified mail, return receipt requested, has been given to the City of Baytown.— e- City of Baytown, its officials and employees are to be added as Additiarial Insured to liability policies. f. Upon request of and without cost to City of Baytown, certified copies of --III insurance policies and /or certificates of insurance shall be furnished to City. - - -of Baytown's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to execution of this agreement. = g. Upon request of and without cost to City of Baytown, loss runs (claims listing) of any and /or all insurance coverages shall be furnished to City of Baytown's representative- h. City of Baytown reserves the right to reject any proposal that does not meet the minimum insurance requirements outlined above. l 3/697 COB Nature CenterrNATCENTER.DOG The SWA Group Mr. David Ondrias City of Baytown 12 February 1997 Revised: 18 February 1997;10 March 1997 Page 2 Baytown Nature Center Subcommittee of the Parks and Recreation Advisory Board and appropriate City staff to determine the recreational needs,preferences and desires for the Nature Center. This assessment will help formulate the goals and strategies for the development of the Master Plan program. The key steps of this phase can be broken down as follows: 1. Receive from the City the background information and site plans available for the project area. 2. Participate in kick-off meeting with Subcommittee and City staff to review program issues and visit the site. 3. Meet with the Subcommittee as well as the Parks and Recreation Board to review park program issues and present site inventory and analysis graphics. 4. See paragraph III. Meetings for meeting schedule. Step 1 •Products-Program In a joint effort with the Subcommittee, SWA will create a program for the Nature Center. This program will be the primary tool for development of the Master Plan. Program elements shall be organized along the following lines and evaluated for priorities and phasing unless otherwise specified by the Client: a. Created or enhanced wetlands and other habitats. b. Natural system interpretation. c. Historic/cultural intrepretation (based upon information provided by W. C. Smith). d. Recreational uses-picnic, game viewing, hiking, bicycling and fishing. e. Roads, parking and trails. f. Park maintenance facilities. Step 2-Site Analysis and Evaluation The purpose of this step is to assemble, organize and display information that establishes the physical framework and context for development of the Baytown Nature Center Master Plan. It is anticipated that this step in the master plan process will run concurrently with the base data and the program development phase. On the basis of background studies, on-site investigations, base maps and special information provided by the Client, we shall consider and evaluate the following: The SWA Group Mr. David Ondrias City of Baytown 12 February 1997 Revised: 18 February 1997;10 March 1997 Page 3 A. Cultural Factors: (1) Property configuration.* (2) Relationships to adjoining land and parcels. * (3) Access potentials. (4) Limitations in the form of easements and zoning controls. * (5) Existing development on the site. (6) Views, visual characteristics and scenic factors. (7) Utility location, availability and easements. * (8) Recreation and open space. B. Natural Factors: (1) Generalized topography, slopes and orientation. (2) Drainage patterns. (3) Tree cover and vegetation. (4) Climate and wind factors. C. Review of Engineering Data (1) Existing and Proposed roadways on adjacent parcels and on site. * (2) Existing and Proposed utilities (water lines, petroleum, storm and sewer pipelines&easements). * *Information provided to SWA by the City of Baytown. As a part of Step 2, the SWA will provide to the Client maps as appropriate to illustrate the above information. The intent is to graphically document the forces,influences,and factors affecting future development of the park. Sources for this initial series of base maps will be through on-site analysis, current aerial photography, and other existing documents provided to SWA by the City of Baytown as requested by SWA. We will incorporate into the plan data provided by the City on an "as provided"basis. On-site inventory and site analysis to include ecosystem mapping to include upland site characterization, saline marsh character and freshwater marsh characterization. This biological characterization and habitat evaluation will help create an ecosystem map to direct and guide the nature center master planning effort. Step 2-Products -Site Analysis /Meetings: 1. Site Analysis Plan illustrating opportunities and constraints summarizing conclusions reached from analysis pertaining to development potential. 2. Summary memorandum on existing site conditions and improvements for items A.,B.and C. above. The SWA Group Mr. David Ondrias City of Baytown 12 February1997 Revised: 18 February 1997;10 March 1997 Page 4 3. Presentation of the site analysis/evaluation plans will be given with the presentation of the program developed in Step 1. 4. See paragraph III. Meetings for meeting schedule. B. Phase 2 • Conceptual Plan Studies Based upon the activities and conclusions of Phases 1, SWA will develop a conceptual plan for the Baytown Nature Center. SWA will review the concept with the Subcommittee along with the Parks and Recreation Board and make refinements or study alternatives as needed. The conceptual plans will address all the major issues itemized in the previous phases and will include the following information: 1. Area context-relationship to adjacent land uses and edge definition. 2. Circulation - Vehicular access, parking and vehicular circulation. 3. Entries- Entry locations and identity opportunities. 4. Land use-conservation,preservation and recreation zones. 5. Recreational Facilities - walking trails, overlooks, picnic areas, and bicycle paths. 6. Landscape character - enhancement of the existing character of the land,and proposals for improvements. 7. Utility Requirements-existing and proposed utilities for future park development. 8. Proposed phasing- logical phasing patterns for the alternative. 9. Cost Analysis. Step 2-Products/Meetings: 1. Conceptual master plan studies for the total project, with accompanying narrative,describing the concept. 2. Preliminary cost analysis for the Conceptual Plan. 3. See paragraph III. Meetings for meetings. C. Phase 3 • Final Master Plan Upon refinement of the approved concept study, SWA will incorporate the previous work efforts into a workable Master Plan. The information contained within the Final Site Master Plan will include the following items: 1. Area Context and Boundaries,Easements and ROW's. 2. Bay, Creeks and Watersheds. 3. Generalize topography and land forms. • The SWA Group Mr. David Ondrias City of Baytown 12 February1997 Revised: 18 February 1997;10 March 1997 Page 5 4. Vehicular and pedestrian circulation. 5. Created and enhanced wetlands and other habitats. 6. Natural system intrepretation. 7. Historical/cultural intrepretation (based upon information provided W. C. Smith). 8. Recreational uses- picnic, game viewing, hiking, bicycling and fishing. 9. Landscape improvements. 10. Man-made features; overlook areas, parking, roads and trails. 11. Park maintenance facilities. 12. Land use to include conservation and preservation sites. 13. Proposed phasing. 14. Cost Analysis - a budgetary cost estimate will be prepared to accompany the master plan. Phase 3-Products/Meetings: 1. Colored illustrative Final Master Plan (24" x 36" or 42" x 30") size sheet showing all of the above information. Final master plan document (in black and white format) will be documented on a MicroStation CAD file, version 5.5, and given to the City on a 3.5"computer disk as a record copy. 2. Prior to development of the final plan, a preliminary Master Plan will be presented to the Subcommittee, Parks and Recreation Advisory Board and City staff for review and approval. 3. SWA will make refinements to the preliminary Master Plan based upon the review by the Subcommittee, Parks and Recreations Advisory Board and City staff. 4. Upon review and approval by the Subcommittee and Parks and Recreation Advisory Board, the SWA Design Team will present the Final Colored Master Plan, recommend by the Parks and Recreation Advisory Board, to the Baytown City Council for final approval. 5. See paragraph III. Meetings for meeting schedule. D. Phase 4 • Final Master Plan Report The Design Team shall prepare an executive summary type report in an 8-1/2" x 11" format with plan documents at 11" x 17" size. The report will explain all assumptions and design decisions made in the preparation of the Baytown Nature Center Master Plan for the City of Baytown. The report will include reductions of all final design drawings in color and cost estimates. The written text for the report will be in Microsoft Word,version 6.0. The SWA Group Mr. David Ondrias City of Baytown 12 February1997 Revised: 18 February 1997; 10 March 1997 Page 6 III. MEETINGS A. Phase 1 • Program/Analysis Development 1. Kick-off programming meeting and site visit with Subcommittee; 6.0±hours 2. Program review and presentation of Site Analysis plans 2.0 hours B. Phase 2 • Conceptual Plan Studies 1. Conceptual Plan Studies Meeting with Subcommittee to present concept and review. 3.0 hours 2. Meeting with Subcommittee to review refinements to concept plan. 2.0 hours C. Phase 3 • Final Master Plan 1. Meeting with Subcommittee to present preliminary Master Plan and Report. 2.0 hours 2. Meeting to present Final Colored Master Plan and Report to the City of Baytown City Council. 2.0 hours IV. SCHEDULE Time is the essence in the performance of the services in this agreement; and, as such, SWA agrees to perform the work in accordance with the work schedule marked Appendix B with the clear understanding that this schedule does not include time for review of SWA work efforts by the Baytown Nature Center Subcommittee of the Parks and Recreation Advisory Board, City staff and City Council and for time required for the preparation of aerial survey information or site survey information. Appendix B is attached hereto and incorporated herein for all intents and purposes, subject to usual and customary standards of professional care. Revisions to the schedule must be both requested in writing and approved in writing to be effective. V. FEES AND TERMS SWA and its consultants design services as described above shall be provided for a fixed fee in accordance with the Terms and Conditions in Appendix A attached hereto and which is made a part of this Agreement by reference. Fees for Professional Services shall not exceed $21,000.00 without further written authorization. The SWA Group Mr. David Ondrias City of Baytown 12 February 1997 Revised: 18 February 1997; 10 March 1997 Page 7 The SWA Group $15,500.00 Crouch Environmental Services,Inc. 5,500.00 Total $21,000.00 Reimbursable expenses are not included in the fees stated above. SWA agrees that the cost of Reimbursable Expenses as identified in Appendix A under Reimbursable Costs, paragraphs A.,B.,C., D., and E. will not exceed $3,750.00. We will be glad to answer any questions you may have or clarify any point in this Agreement. If this proposal meets your approval,please sign below and return one copy for our files. Sincerely, 1., I John E. utler,F LA Princi'al Accepted by: City of Baytown _:. 4;1/4 By: CC:?1415(23) Title: C, -y MQrla €r Date: 3- /9-9/1 13N \ FTT y �`'�G1 __ _,.., , ..." coop 7. HAY �a` ' .( >FIRFCK AVl A ). �Rh CO ��J a F HRFci ACE 01) z WOOD ORrNE_R 6' WEAVER .� DOU \,1)-• o�' E ��� o7- CO8(�RN \° -__�— �SNO FOSTER BARN£ �, �� d RT sr MAC •�� B' �F V ENTR AREA sr ARTHc� a � RID GEWAY AVE. RAVE d� _� Y ,� . • ( 2 P •^GELS ) C ---- YSTA .� INE �QC EOUSVe m • —. fAB oNEtrfROWNW R t WP A ` C AB AN S cb � o Lr / / p) zo CR ROAD / / c . CL w r/ a Q o z 70"---4,--1"44-2"3' I ' P\� y� SCOTT BAY EXHIBIT B MASTER PLAN FOR THE BAYTOWN NATURE CENTER CITY OF BAYTOWN,TEXAS PRELIMINARY PROJECT SCHEDULE THE SWA GROUP 1/4/1997;Revised:2/18/97 JANUARY _ FEBRUARY MARCH ,APRIL MAY JUNE JULY 1 8 15 22 29 6 13 20 27 3 10 17 24 31 7 14 21 28 5 12 19 26 2 9 16 23 30 7 14 21 28 Consultant Selection • Consultant selection = � Contract '^ ' PHASE 1-Program Development 0444 Compile base information Kickoff Meeting with Subcommittee&Site Visit • .:.0 p.:• Site analysis plan preparation Meeting with Subcommittee to review program statement • and Site Analysis/Evaluation Plan PHASE 2-Master Plan Development �a �� Conceptual Plans :'� ''' Meeting to present conceptual plan • • Meeting to review refinements to Conceptual Plan PHASE 3-Final Master Plan Step 1.-Prepare Preliminary Final Plan Prepare cost analysis AS Meet with Subcommittee to present preliminary plan • Step 2.-Prepare Final Master Plan • Prensent Final Plan to City Council PHASE 4- Executive Summary Report ,.OJi �, Step 1.- Prepare draft report .40 • Step 2.- Present draft report Step 3.- Refine final report •••:'`a 4',= • Present final report Note: 1. Schedule does not Include time for review by the Subcommittee,City of Baytown Staff or City Council. 2. Schedule does not include time for preparation of aerial survey Information. • The SWA Group APPENDIX A Appended to and part of Agreement for Professional Services between The SWA Group,Inc. (SWA)and City of Baytown dated 12 February 1997. Revised: 18 February 1997; 10 March 1997. FEES FOR PROFESSIONAL SERVICES: Services outlined under the Scope of Services shall be provided for the fixed sum stipulated in the Agreement for Professional Services. REIMBURSABLE COSTS: The following costs shall be reimbursed at cost plus ten percent and are not included in the Fee for Professional Services: A. Cost of copies of drawings,computer plots, computer services for scanning plans for the site,copies of draft and final reports(color and black & white reproduction)including 10 copies for the City of Baytown and cost estimates; xerography and photographic reproduction of drawings and other documents furnished or prepared in connection with the work of this contract. B. Cost of commercial carrier and public transportation,lodging,car rental and parking, subsistence and out-of-pocket expenses. Private automobile travel at$.0.31 per mile. C. Cost of postage and shipping and delivery expenses other than first class mail. D. Long distance telephone and telegraph charges. E. Photographic services,film and processing for site photos. F. Cost of models, special renderings or perspective drawings,promotional photography, special process printing, special equipment,special printed reports or publications, maps and documents approved in advance in writing by Client. G. Fees for additional consultants retained with the approval of Client in writing i.e. site surveying and aerial overhead scaled photography. EXTRA SERVICES: A. Extra Services for The SWA Group shall be provided on a time basis computed as follows: Cutler 115.00/hour Shanley 120.00/hour These rates are applicable throughout the contract for the work described in the Scope of Services. Other employee time shall be charged at a multiple of two and one-half (2.5) times Direct Personnel Expense. Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97;Revised:2/18/97;3/6/97;3/10/97 Appendix A-1 • The SWA Group B. Extra Services for Crouch Environmental Services shall be provided on a time basis computed as follows: Greg Crouch 100.00/hour C. Extra Services include,but are not limited to: 1. Revisions and changes in approved drawings. 2. Attending meetings in excess of number specified. STATEMENTS: Fees for Professional Services shall be billed monthly for progress payment based upon percentage of work complete. Reimbursable Costs shall be billed with fee invoices. ACCOUNTS: Accounts are payable net 30 days from date of invoice at our office in Sausalito,California. A cash discount of 1%of invoice amount may be taken on accounts paid within 30 days of invoice date. A service charge of 1.0% of invoice amount per month(12.0% annual rate) will be applied to all accounts not paid within 60 days of invoice date. INSURANCE: SWA as well as CES shall maintain insurance in the amounts as required in the document entitled "Insurance Requirements" which is attached hereto and incorporated herein for all intents and purposes. INDEMNIFICATION: A. SWA AGREES TO AND SHALL INDEMNIFY,HOLD HARMLESS AND DEFEND CLIENT,ITS OFFICERS,AGENTS,AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS,LOSSES,DAMAGES,CAUSES OF ACTION,SUITS AND LIABILITY OF EVERY KIND,INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS,AND ATTORNEY'S FEES,FOR INJURY TO OR DEATH OF ANY PERSON,FOR DAMAGE TO ANY PROPERTY,OR FOR ANY BREACH OF CONTRACT,ARISING OUT OF,OR IN CONNECTION WITH THE WORK DONE BY CLIENT UNDER THIS CONTRACT. IN THE EVENT OF PERSONAL INJURY TO OR DEATH OF SWA OR SWA'S EMPLOYEES,SUCH INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIMS,LOSSES,DAMAGES,CAUSES OF ACTION,SUITES OR LIABILITY ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF CLIENT. SUCH INDEMNITY SHALL NOT APPLY,HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY,DEATH,OR PROPERTY DAMAGE OF PERSONS OTHER THAN SWA OR ITS EMPLOYEES THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF CLIENT. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CLIENT BY REASON OF ANY OF THE ABOVE,SWA FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CLIENT. Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97;Revised:2/18/97;3/6/97;3/10/97 Appendix A-2 • The SWA Group this Contract or any other contract or agreement, any charter,or applicable state law. SWA assumes full responsibility for the work to be performed hereunder and hereby releases,relinquishes and discharges Client,its officers,agents,and employees from all claims,demands,and causes of action of every kind and character,including the cost of defense thereof,for any injury to or death of any person(whether they be either of the parties hereto,their employees,or other third parties)and any loss of or damage to property (whether the property be that of either of the parties hereto,their employees,or other third parties)that is caused by or alleged to be caused by,arising out of,or in connection with SWA's work to be performed hereunder. THIS RELEASE SHALL APPLY REGARDLESS OF WHETHER SAID CLAIMS,DEMANDS,AND CAUSES OF ACTION ARE COVERED IN WHOLE OR IN PART BY INSURANCE AND REGARDLESS OF WHETHER SUCH LOSS,DAMAGE,OR INJURY WAS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE CLIENT. CONFIDENTIALITY: SWA will take all necessary precautions to protect and maintain the confidentiality of any information supplied by Client during the course of this Agreement and which is identified in writing by Client as being confidential information,except to the extent that disclosure of such information to third parties is necessary in the performance of SWA's services. This clause shall not apply to any information which is in the public domain, or which was acquired by SWA prior to the execution of this Agreement,or obtained from third parties under no obligation to Client. RIGHT TO SUSPEND SERVICES: SWA shall have the right to suspend services on this project if(a) the parties have not executed a written contract for SWA's services and unpaid invoices have been rendered with an aggregate balance exceeding$5000.00;or(b)unpaid project invoices over 90 days old exceed $5000.00 in the aggregate. AUTHORIZATION TO PROCEED: SWA shall be authorized to proceed to perform the services specified in this Agreement only if the Client has authorized SWA to proceed in writing. OWNERSHIP OF DOCUMENTS: All SWA's designs and work products relating to the Project,including,but not limited to, tracings,drawings, estimates, specifications, investigations, studies and other documents completed shall remain the property of SWA. Provided, however,SWA hereby grants and conveys an ownership interest to Client in the said designs and work products relating to the Project without SWA being retained to provide professional consulting services in relation to said use,Client does release SWA from any liability which may result from the subsequent use thereof. SWA shall provide Client with a complete set of transparencies of the designs and plans for subsequent reproduction,at Client's expense, within three(3)days of receipt by SWA of Client's written request for thesame. SWA shall have no liability for changes made to the drawings,designs and work products by others subsequent to the completion of the Project. Any such changes shall be the responsibility of the person making the change and shall be sealed by the person making the change and shall be appropriately marked to reflect what was changed or modified. SWA shall have no Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97;Revised:2/18/97;3/6/97;3/10/97 Appendix A-3 The SWA Group liability for any use by Client of the plans,drawings,designs,and work products for purposes other than the Project which is the subject matter of the Contract,unless SWA is hired for such other project. CREDITS/ACKNOWLEDGMENTS: Client shall endeavor to give SWA credit and acknowledgments for all services actually rendered including,but not limited to,planning,design and implementation as may be appropriate. Proper credit shall be defined as being named by Client(or its agent/client) in project identification boards, published articles, promotional brochures, and similar communications,only to the extent that Client has control over such communications. FORCE MAJEURE: SWA shall not be responsible for any delay in the performance or progress of the work,or liable for any costs or damages sustained by Client resulting from such delay,caused by any act or neglect of the Client or Client's representatives,or by any third person acting as the agent, servant or employee of Client,or by changes ordered in the work,or as a result of compliance with any order or request of any federal, state or municipal government authority with jurisdiction over the project,or by acts of declared or undeclared war or by public disorder,riot or civil commotion,or by any other cause beyond the control and without the fault or negligence of SWA. In the event of any such delay, SWA shall proceed with due diligence to alleviate such delay and continue the performance of all obligations under this Agreement. The time during which SWA is delayed in the performance of the work, shall be added to the time for completion of its services to the extent such time is specified in this Agreement. All additional costs or damages resulting from any delay in the performance or progress of the work caused by any act or neglect of Client, its agents or representatives, shall be borne entirely by the Client. LAW: This Agreement shall be interpreted and enforced according to the laws of the State of Texas. Any action involving the formation, performance, interpretation, application, enforceability, or breach of this Agreement,shall be filed and prosecuted in the courts having jurisdiction in Harris County,Texas,and all parties consent to the jurisdiction of such courts. The prevailing party in any such action shall be entitled to recover costs of suit and reasonable attorney's fees, as determined by the court, in addition to any other relief available. SUCCESSORS AND ASSIGNS: It is mutually understood and agreed that this Agreement shall be binding upon Client and its successors and assigns and upon SWA,its successors and assigns. Neither party shall assign nor transfer its interest in this Agreement or any part thereof without the written consent of the other party. TERMINATION: It is understood that these services may be terminated upon 10 days written notice for good reason by either party. Upon receipt of written notice by SWA or upon the mailing of written notice by SWA, whichever is appropriate, all work shall be terminated and all contracts in furtherance of this Agreement shall be likewise be terminated. In this event, SWA shall be compensated for all work performed prior to date of termination at the rates set forth above. Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97;Revised:2/18/97;3/6/97;3/10/97 Appendix A-4 The SWA Group NOTICE: All notices required to be given hereunder shall be given in writing by telecopier,overnight,or facsimile transmission, certified or registered mail or by hand delivery at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following address: SWA The SWA Group Attn: John E. Cutler, Principal 1245 West 18th Street Houston,Texas 77008 Fax: (713) 868-7409 CLIENT City of Baytown Attn: City Manager P.O.Box 424 Baytown,TX 77522 Fax: (281) 420-6586 QUALITY OF SERVICES: SWA represents that the services offered or performed by SWA pursuant to this Contract shall be suitable for the intended use and purpose of Client for the Project and such services of SWA shall endeavor to be in compliance with applicable statutes, laws, regulations and codes pertaining to the Project and the intended use by Client of the Project. INDEPENDENT CONTRACTOR: Client and SWA expressly agree and understand that this Agreement shall not create a partnership or joint venture between Client and SWA. NO RIGHT TO ARBITRATION: Notwithstanding anything to the contrary contained in this Agreement,Client and SWA hereby agree that no claim or dispute between Client and SWA arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under Federal Arbitration Act (9U.S.C. Section 1-14), or any applicable State arbitration statute,including, but not limited to, the Texas General Arbitration Act, provided that in the event that Client is subjected to an arbitration proceeding notwithstanding this provision,SWA consents to be joined in the Arbitration proceeding if SWA's presence is required or requested by Client of complete relief to be recorded in the arbitration proceeding. NON-WAIVER: Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97;Revised:2/18/97;3/6/97;3/10/97 Appendix A-5 The SWA Group NO THIRD PARTY BENEFICIARIES: This Agreement shall not bestow any rights upon any third party,but rather, shall bind and benefit SWA and Client only. SEVERABILITY: All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable,such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. AUTHORITY: The officers executing this Agreement on behalf of the parties hereby confirm that such officers have full authority to execute this Agreement and to bind the party her/she represents. REVOCATION: This proposal shall be considered revoked if acceptance is not received within 90 days of the date hereof. End Baytown Nature Center Baytown, Texas SWA Group: BTN730/2/12/97;Revised:2/18/97;3/6/97;3/10/97 Appendix A-6 MAR 10 '97 03:08PM CITY OF BAYTOWN P.1/1 Minimum Insurance Requirements Commercial General Liability (CGL) General Aggregate: $2,000,000 Owners & Contractors Protective Liability: $500,000 Products & Completed Operations Aggregate: $2,000,000 Personal & Advertising Injury: $2,000,000 Per Occurrence: $1,000,000 Fire Damage: $500,000 a. Coverage shall be at least as broad as ISO CG 00 01 10 93 b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. Business Automobile Policy (BAP) Combined Single Limits: $1,000,000 a. Coverage for"Any Auto." Errors & Omissions (E&O) Limit: $1,000,000 a. For all architects, engineers, and/or design companies. b. Claims-made form is acceptable. c. Coverage will be in force for three (2) years after project is completed. Workers' Compensation: Statutory Limits Employer's Liability: $1,000,000 a, Waiver of Subrogation Required. b. Will include USL&H if any work is performed along coastal areas. Applicable to All Policies a. AM Best Rating of A:VI1 or better. b. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. c. Liability policies will be on occurrence form. E & 0 can be on claims-made form. d. Each insurance policy shall be endorsed to state that coverage shall not be canceled, reduced in coverage or reduced in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City of Baytown. e. City of Baytown, its officials and employees are to be added as Additional Insured to liability policies. f. Upon request of and without cost to City of Baytown, certified copies of all insurance policies and/or certificates of insurance shall be furnished to City of Baytown's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to execution of this agreement. g. Upon request of and without cost to City of Baytown, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to City of Baytown's representative. h. City of Baytown reserves the right to reject any proposal that does not meet the minimum insurance requirements outlined above. 3/6o97 COB Nature Center/NATCENTER.DOC