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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:
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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
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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