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HomeMy WebLinkAbout09-10-08 Special Called Regular Meeting of the Development Corporation Board of Directors 2 MINUTES OF THE SPECIAL CALLED REGULAR MEETING OF THE DEVELOPMENT CORPORATION BOARD OF DIRECTORS September 10, 2008 1. Call to order President Pat Muston called the meeting to order at 6:02 p.m. Members Present: Love, Muston, Clausen, Matuszak, Moser, Engelken and Beasley Members/Officers Absent: None Staff Present: City Manager Ron Bottoms, Director of Finance Michael Dolby, Economic Development Coordinator Gretchen Larson, Main Street Coordinator Debra dye, City Secretary Martha Gillett, and City Attorney Knox Askins. Others Present: David Janda, Sally Legrand, Jayne Regan, Marie McDermott, Jan Lawler, Maggie Anderson, Hal Lawler and Kathrine Aguilar. 2. Consider approval of minutes of Special Called Regular Meeting of the La Porte Development Corporation Board of Directors, held on August 4, 2008. A motion was made by Board Member Love to approve the Minutes of August 4, 2008 of the Special Called Regular Meeting of the La Porte Development Corporation Board. The motion was seconded by Board Member Matuszak. The motion carried. Ayes: Love, Muston, Clausen, Matuszak, Moser and Engelken Nays: None Abstain: None Absent: Beasley 3. Received presentation from the Economic Alliance on the Business Retention and Expansion Program - G. Larson and Marie Mc Dermott Economic Development Coordinator Gretchen Larson provided a brief overview and introduced Marie McDermott of Economic Alliance to provide a presentation on the project. 4. Executive Session- pursuant to provision of the Open Meetings Law. Chapter 551 Texas Government Code, Sections 551-071 through 551.076, 551.087 (consultation with attorney, deliberation regarding real property, deliberation regarding prospective gift or donation, personnel matters, deliberation regarding security devices, or excluding a witness during examination of another witness in an investigation, deliberation regarding Economic Development Negotiations). A. Section 551.087-(Economic Development Negotiations} Meet with City Manager, City Attorney and Economic Development Coordinator to discuss items and conditions of the proposed Development Agreement for the creation of the Town Plaza at the intersection of East and West Main, San Jacinto and South Broadway The Board Adjourned to Executive Session at 6:15 p.m. The Board returned to the table and reconvened the Special Called Regular meeting at 7:46 p.m. There was no action taken in Executive Session. 5. Considerations and possible action on item considered in Executive Session. Page 2 - 09/10/08 Development Corporation Minutes There was no action. 6. Received Presentation of Town Plaza Project. City Manager Ron Bottoms presented an update of the Town Plaza Project. 7. Consider approval or other action regarding a Town Plaza Memorandum of Understanding - R. Bottoms City Manager Ron Bottoms presented summary and recommendation and answered the Board's questions. A motion was made by Board Member Matuszak to approve the recommendation of City Manaoer Bottoms to approve the Memorandum of Understandino. The motion was seconded by Board Member Beasley. The following comments were made by board members: Love - informed the board he would be voting against this item due his concerns with some of the mechanisms of the project. Moser - informed the board he had concerns with some components of the project. He needs to study more and visit with the attorney. Beasley - informed the board he supports the project and feels the concerns raised were discussed in Executive Session. The worst case scenario is still a positive result for the City of La Porte. Matuszak - informed the board the project is a good project. His concern is that it won't happen. The project is a good return on investment. He feels this project will move the City forward. He additionally noted the money is coming from the 4B Corporation and that money is limited on how it may be spent. Love - further informed the board of his specific concerns. He does not feel the Development Corporation and the City should be put in the position of mortgage banking and property management. Does not believe the 4B Corporation is the mechanism for achieving this outcome. Moser - informed the board he is committed to the Town Plaza. He noted he needs additional time to review the document. Will not be in a position to vote on until he understands all the angles. A motion was made by board member Love to table the existino motion. The motion was seconded by Board Member Moser. Motion failed. Ayes: Love and Moser Nays: Matuszak, Muston, Engelken, Clausen and Beasley Abstain: None Absent: None Chairman Muston called for a vote upon the original motion. Motion carried. Ayes: Muston, Matuszak, Clausen, Beasley and Engelken Nays: Love and Moser Abstain: None Absent: None Board member Engelken further commented he shares in all concerns but has the City's best interest at heart. Staff needs to market and he holds staff accountable that it is done right and marketed to the media. He further emphasized it needs to be communicated properly and ensure the public is made aware there was vigorous debate on this item. Page 3 - 9/10/08 Development Corporation Minutes 8. Consider approval or other action regarding an Earnest Money Contract for the purchase of property located at the intersection of San Jacinto Street and South Broadway, known as the "triangle property" - R. Bottoms City Manager Ron Bottoms and City Attorney Knox Askins presented summary and recommendation and answered the Board's questions. A motion was made by Board Member Clausen to approve the recommendation of Mr. Bottoms to approve the Earnest Money Contract. The motion was seconded by Board Member Matuszak. The motion carried. Ayes: Muston, Clausen, Matuszak, Engelken and Beasley Nays: Love Abstain: Moser Absent: None Mr. Moser stated for the record he abstained due to not having enough time to review the contract. 9. Consider approval or other action regarding the purchase of property at 105 San Jacinto Street by the La Porte Development Corporation from the Texas Parks and Wildlife Department - R. Bottoms City Manager Ron Bottoms presented summary and recommendation and answered the Board's questions. A motion was made by Board Member Matuszak to approve the recommendation of Mr. Bottoms. The motion was seconded by Board Member Clausen. The motion carried. Ayes: Muston, Clausen, Matuszak, Moser, Engelken and Beasley Nays: Love Abstain: None Absent: None 10. Consider approval or other action on the marketing agreement with Economic Alliance for the Main Street Revitalization Program - G. Larson Economic Development Coordinator Gretchen Larson introduced Jan Lawler of Economic Alliance who presented summary and recommendation and answered the Board's questions. A motion was made by Board Member Matuszak to approve the recommendation of Ms. Larson to approve the marketing agreement. The motion was seconded by Board Member Love. The motion carried. Ayes: Love, Muston, Clausen, Matuszak, Moser, Engelken and Beasley Nays: None Abstain: None Absent: None 11. Executive Session- pursuant to provision of the Open Meetings Law. Chapter 551 Texas Government Code, Sections 551-071 through 551.076, 551.087 (consultation with attorney, deliberation regarding real property, deliberation regarding prospective gift or donation, personnel matters, deliberation regarding security devices, or excluding a witness during examination of another witness in an investigation, deliberation regarding Economic Development Negotiations). A. Section 551.074 - (Personnel Matter) Meet with City Manager and Economic Development Coordinator for evaluation of Economic Development Coordinator The Board retired to Executive Session at 8:35 p.m. Page 4 - 9/10/08 - Development Corporation Minutes The Board reconvened the Special Called Regular meeting at 9:30 p.m. 12. Consideration and possible action on items considered in Executive Session. There was no action taken in the Executive Session 13. Board Comments There were no comments 14. The meeting was duly adjourned at 9:31 p.m. Respectfully submitted, LfJ1t1UT~ Martha Gillett, City Secretary TRMC, CMC Passed and approved on this\Jfday Of06=t 2008. k~ Pat Muston, President 3 Agenda Date Requested Oc obe ST FOR CITY LPEDC AGENDA ITEM Appropriation Requested By Ron Bottoms Source of Funds: ED Budget Department: City MllAllgerlEDC Account Number: 015-9892-976-11.00 Report: X Resolution: Ordinance: Amount Budgeted: $2.7M Exhibits: Amount Requested: Budgeted Item: YES NO Exhibits: Services Agreement Exhibits: SUMMARY & RECOMMENDATION As you know the URS Corporation was selected by the City Manager to complete the architectural renderings for the Town Plaza Project. A copy of the video which was produced can be viewed at the city website home page. As we proceed to the next steps a new scope of work and services agreement must be agreed to by the Board for the project to move forward. In that regard attached you will find a copy of the proposed Five Points Plaza Design and Studies Proposal for your review and consideration. The City Manager and staff met with the project managers to discuss the proposal early last week and fine tuned the scope of work. The cost submitted for the services is detailed on the attached proposal and is $223,900.00. The key elements of the project have been presented to you previously however the City Manager will review the project with you again at the meeting. If everything is in order your approval will be needed to authorize the City Manager to give URS a notice to proceed to the next phase in the project. Iv 4 Je Dat~ t URS October 1, 2008 Mr. Ron Bottoms City Manager City of LaPorte 6500 Fairmont Parkway LaPorte, Texas 78730 RE: Five Points Plaza Design, Construction phase services and Studies Proposal Dear Mr. Bottoms: I appreciate this opportunity to have URS provide planning and design services for the Five Points Plaza Site. I would like to thank you, Gretchen Larson, Deborah Dye, John Joerns, and Tim Tietjens for the support we have received thus far. We hope you have found our previous efforts to be valuable tools to the redevelopment of the Five Point area. The renderings provided our initial vision of the possibilities for the Five Points area. Recently we were excited to develop the thought provoking and inspiring video presentation. URS is prepared to proceed into the development of the plaza based on the two previous efforts. From the initial conversation with Bruce myself and the subsequent visits with your staff I am confident that we can help you realize your objectives for an exciting public plaza for the citizens of LaPorte and southeast Texas. The work plan as understood will establish requirements for the Five Points Plaza, and assist in the establishment of a direction and strategy for your near-term and long-term development. Our compensation for the design of the plaza and the traffic and infrastructure plaza on a time and material not to exceed are as follows: $140,000.00 for the plaza design $22,000 for construction phase services $35,000.00 for traffic and utility infrastructure studies relating to the plaza area. $19,900.00 for reimbursable expenses $7,000.00 allowance for surveying plaza $223,900.00 URS Corporation 9801 Westheimer,Suite 101 Houston,Texas 77042 Tel: 713789-9801 Fax: 713 789 8404 URS OUR UNDERSTANDING OF THE PROJECT- Five Points Plaza ;....1(..1.1...',. 'i r fll r 10 ,. . fit' r -II' III I Ifl III I 'J"~..... ,~ '" ft.'..... ~. ~~:. ~.. "-I,, . ~"-'r . ., -l ~l'I<+,.~.!~1 , SCOPE OF WORK Design Tasks URS proposes to develop a planning and design and construction administration proposal for the development of the LaPorte Five Points Plaza. The Plaza is defined as the area east of Broadway form the curb line, to the realignment of East A street new curb line, eastern edge of the building fa<;ade line, and northwesterly up to the triangle tip near main street. Any work beyond this boundary is not included in this proposal. (See attachment B project boundary)URS proposes to utilize cost effective LEED principles of design for all work in this project. This design proposal will include the above grade features such as Landscape, Hardscape, Architectural Facilities, and Water Features etc. URS will provide complete design services form preliminary documents through construction documents. Study and Analysis tasks · URS will provide underground and above ground studies for utilities and traffic analysis. The results of these studies will allow for a clearer picture of the below grade systems and provide direction to a design project. below grade and historic utility plans including water, waste water, electrical, telephone, fiber optic, natural gas, documentation detailing maintenance records, historical deployment, loading information, upgrades, and future planned initiatives. The Plaza Design will include: . Landscaping which have water native plant material or southeast Texas adaptable plant material that is low water demand. The landscaping will include an irrigation system that will use rain water or gray water as available to support the plant material. Also planned is the use of mulch material that will assist in the preservation of water and moisture in the soils. URS Corporation 9801 Westheimer,Suite 101 Houston,Texas 77042 Tel: 713789-9801 Fax: 7137898404 URS . Hardscape which will include side walks, plaza pavers, curbs, and drivable areas for delivery vehicles. An area for a prominent piece public art will be included (public art is not included.) Hardscape will also include street lights, signage, and ornamental fencing. . Facilities to be part of this effort include the Gazebo and 2 entrance gates /archways. . Water Feature to include at least one major water feature and possible a smaller one as indicated on the video. . Cost estimates for the project from initial concept through final design. The design and construction will be completed with LEED criteria in mind. We want to provide and exciting venue for the public gatherings and also encourage and support the redevelopment (by private developers) of the Five Points area. Knowledge of the existing surface, and sub surface infrastructure will need to be fully understood early in this process. Phase One 300/0 Desian Project Initiation / Visioning - This phase shall incorporate the project kick-off, to include an overall site tour, as well as a visioning work session to identify project goals and priorities. Key tasks associated with this phase include: . Establishment of a working group consisting of key representatives from the City of LaPorte, and may include other east Harris County leadership, for review and approval of planning options. · To provide a forum for communication and consensus-building, a one day visioning retreat will be held with key staff. to confirm the planning process, priorities, timeline, project objectives and anticipated project outcomes. · Orientation site tour(s) to understand existing site, architectural, engineering and functional conditions. Data Gathering - This phase shall involve the gathering of data including information related to documents available from LaPorte, Harris County, Center Point data etc. and existing surveys, plans, drawings and studies. Key tasks involved include: · Gathering of information related to surveys and land plats, historical utilization, zoning information, environmental etc. . Gathering of information related to the physical facilities, including architectural and engineering drawings, master planning studies, etc. · Current above grade utility plans including water meters, hydrants, waste water, electrical (power poles overhead lines, telephone (communication pOles or structures, fiber optic stations, natural gas meters. URS Corporation 9801 Westheimer,Suite 101 Houston,Texas 77042 Tel: 713789-9801 Fax: 713 789 8404 URS Docu mentation . Landscape Plan Concept . Hardscape Plan Concept . Water Feature Plan Concept . Architectural Facilities Plan Concepts . Concept Cost estimate . Professional Services scope schedule and budget update Phase One A Infrastructure Study Analysis Phase Concurrent to design Phase services- A high level overview of the cities' existing infrastructure systems will be conducted to identify current conditions and capacities to support any additions or renovations proposed by the five points development plan and other proposed adjacent development as of the date of this proposal. Key tasks involved include: . The Engineer will collect information on all existing utilities from municipal, private and industrial sources. . The Engineer will also obtain existing statistical information about water flows and demands, wastewater flows and storm water flows. . The capacities of the existing system will be estimated and compared to the existing flows for adequacy determinations. . Future flow projections will be estimated based on population and development plans and trends. . Future flows will be compared to existing infrastructure capacities and needed new or upgraded facilities will be sized. . Traffic counts at three intersections . Signal warrant study at three intersections. Docu mentation . Plan View Layout of revise street pattern . Street, roadway and "new" sidewalk at parking . Intersection layout (3) . ROW requirements (corner clips only) . Cross section of each new street layout. URS Corporation 9801 Westheimer,Suite 101 Houston,Texas 77042 Tel: 713789-9801 Fax: 7137898404 URS . The background information, system analyses and recommendations will be summarized in narrative format and graphics will be prepared illustrating recommendations. Phase Two 60% Design · Refine Options Development - In this phase URS, working closely and on-site with the City of LaPorte working group, shall develop the options for the listed. Options shall be developed that identify alternative planning solutions for the departments, as well as associated phasing requirements and anticipated costs. Key tasks associated with this phase include: · Develop facility planning alternatives in departmental block form that illustrate departments to be expanded, renovated or relocated; as well as site development concepts to address improvements to access, entry and parking. · Integration of findings from the infrastructure study to include current mechanical, plumbing, electrical and structural systems and their adequacy for future use and expansion. Documentation . Landscape Plan Best Option . Hardscape Plan Best Option . Water Feature Plan Best Option . Architectural Facilities Plan Best Options . Cost estimate for Best Option . Professional Services scope schedule and budget update Phase Three 100% Design Plan Finalization - The final plans shall be developed and a published document distributed during this phase, with preferred landscape plan, hardscape plan, water features plan, Facilities plan, and infrastructure and utilities plan. URS will also provide short range and long range development options, capital cost estimates, and option(s) with advantages / disadvantages. . Landscape Final Plan . Hardscape Final Plan . Water Feature Final Plan . Architectural Facilities ( Gazebo, gates), Final Plan . Cost estimate for Final Plan Phase Four Construction URS will assist the City of LaPorte in by developing documents for bidding. URS will provide construction administration services for the Plaza project. UAS Corporation 9801 Westheimer,Suite 101 Houston,Texas 77042 Tel: 713789-9801 Fax: 7137898404 URS Construction Administration Make periodic visits (approximately biweekly), as distinguished from the continuous services of a resident Project Representative to familiarize ourselves generally with the progress and quality of the work, and to determine in general if the work is proceeding in accordance with the contract documents. PROJECT TEAM URS proposes a veteran consulting team versed in the public spaces and infrastructure unique Plaza development for the development of the proposed Five Points Plaza. Leading the overall effort, and serving as Client Executive, will be Mr. Bruce Broberg, PE. As the primary day-to-day contact for this project, Mr. Wardrop has over 29 years of extensive experience in the design and delivery of healthcare facilities. His experiences have evolved into an expertise in project formation, master planning, delivery and management, with a commitment to responsive, responsible service. Sharing leadership responsibilities and serving as Project Manager will be Mr. Dan Wardrop, AlA, for nearly 29 years, Mr. Wardrop has provided unique planning and design projects to clients throughout the world. His application of functional problem-solving principles and responsiveness to clients will result in unique and innovative project. As Client Executive and Engagement Leader, Mr. Wardrop and Mr. Broberg will be source of authority, accountability and communication between URS and the City of LaPorte. In support of Mr. Wardrop and Mr. Broberg, URS has assembled a senior, talented project team of experts for the engagement. Other key team members on the team include: URS Corporation 9801 Westheimer,Suite 101 Houston,Texas 77042 Tel: 713 789-9801 Fax: 713 789 8404 URS Mr. Michael Bagstad, PE Utility Infrastructure Leader Mr. Rich Squire, PE Traffic Leader Mr. Bill O'Brien ALSA Landscape Design Leader Mr. David Cabage, Cost Estimation Leader FEES AND EXPENSES and additional services Time and Materials not to exceed $197,000.00 Design and Construction Administration Traffic and Infrastructure Studies $162,000.00 $35,000.00 Attachments A: Hourly Rates for URS staff B: Boundary of the Plaza C: Contract for services URS PSA1 REIMBURSABLE EXPENSES The professional fees do not include reimbursable expenses. Reimbursable expenses are all expenses incurred in connection with the project including copies, photos, models, renderings, express mail, supplies travel(site trips, meetings), lodging, meals, printing, and long distance phone calls in connection with the project,. Reimbursable expenses are typically between 5% and 15% of the professional fees, depending upon travel distances and frequency of meetings. Due to the proximity of the Five Points Plaza we anticipate the project-related expenses not to exceed $19,900.00. Additional services not include in the above URS has in-house capabilities Geotechnical Services Estimate To be Determined (TBD) Environmental Testing TBD *Surveying of the Plaza area allowance $7,000.00 additional Construction phase services TBD Designs outside Plaza boundary TBD Cost Of Permitting TBD Contractors as built documents TBD URS Corporation 9801 Westheimer,Suite 101 Houston,Texas 77042 Tel: 713 789-9801 Fax: 7137898404 URS SCHEDULE An outlined design schedule is proposed to be completed in an approximate 14.5- week time frame, pending availability of all parties. URS will tailor this schedule as needed to accommodate these specific needs. A notice to proceed for example on October 15, 2008 would result in a final of design by January 30. This assumes a close coordination with decision makers for approvals in a few days from completion of tasks. Study and Analysis Services will be approximately 6 weeks Payment shall be made within thirty (30) days of dated invoice. Late payments shall bear interest at one percent (1 %) per month on the outstanding balance, however, not to exceed legally allowed rate. Mr. Bottoms if this proposal is in accordance with your intent and meets with your approval please indicate your acceptance by signing each of the three proposals and return one original to my attention. Please do not hesitate to call if you have any further questions. Sincerely, URS Corporation B6b:~ cfJ~ Iffi.. / Dan Wardrop, AI:--U /~~ Accepted By: City of LaPorte (iUIl("P"'.*"~ ~"'fD'"c:I"OIJ Signatp!::~ Title C9d-: ~ CJ f() {} ~ Date I URS Corporation 9801 Westheimer,Suite 101 Houston,Texas 77042 Tel: 713789-9801 Fax: 713 789 8404 Attachment A URS CORPORATION - HOUSTON, TEXAS PAYMENT PROVISIONS & 2008 SCHEDULE OF FEES AND CHARGES The following describes the basis for compensation for services performed during the calendar year 2008. This Schedule of Fees and Charges may be adjusted annually on January I of each subsequent year to reflect merit and economic salary increases, and changes in the expected level and mode of operations for the new year. The new Schedule of Fees and Charges will apply to existing and new assignments from the date this fee schedule is approved. PERSONNEL CHARGES The charge for all time required in the performance of the Scope of Service, including office, field and travel time, will be at the Hourly Rates set forth below for the labor classifications indicated. Billing Category (BC) Loaded Rate ($/hr) Principal Project Manager Senior Consultant Sr. PM Sr. Staff Eng/Sci/Designer Eng/Sci II/Designer Technician Staff Eng/Sci Designer Secretary Project Administrator Scientist 210 180 120 105 92 81 75 65 65 60 Overtime (hours worked in excess of eight [8] hours per day) by exempt personnel will be charged at the above straight time hourly rate. Overtime by non-exempt personnel (classifications identified with an asterisk"*") will be charged at 1.5 times the above hourly rate. Special project accounting, reporting and financial services, including submission of invoice support documentation, will be charged at the rate of a Sec/Clerk IV. PAYMENT PROVISIONS Payment provisions are as stated in the PSA-l under Article II - Payments. OTHER PROJECT COSTS Subcontracts Equipment Rental and Other Costs The cost of services subcontracted by URS Corporation to others and other costs incurred by URS Corporation will be charged at cost plus 10%. Communications The cost of communications for office telephone, facsimile, postage, and incidental copying costs will be charged at a flat rate of3% of total gross labor charges. Courier services and express delivery will be charged at cost plus 10%. Document Reproduction No charges will be made for routine copying and printing. Large copying and printing jobs will be charged at $0.12/page for black and white and $1.20/page for color. Vehicle Rental Field vehicles (pick-ups, vans, trucks, etc.) used on project assignments will be charged at a flat rate of $50.00/day or $200/week. Personal vehicles usage will be based upon the U. S. Government designated rate. Specialized Equipment The use of specialized URS Corporation equipment will be the fixed rental rates set forth in the Schedule of Specialized Equipment Charges. This fee schedule contains confidential business information and is not to be copied or distributedfor any purpose other than the use intended in this contract or proposal co +J C Q) E ..c t) co +J +J <( AGREEMENT FOR PROFESSIONAL SERVICES (U Agreement") This Agreement between City of Laporte ,("Client") and URS COrPoration ("URS"), a Navada corporation; 9801 Westheimer, Houston, Texas ("URS"), is effective as of April 10. 2008 . The parties agree as follows: It is the expressed intent of the parties that this Agreement shall be made available to the subsidiaries and affiliated companies of URS. For the purposes of this Agreement, as it applies to each Work Order, the term "URS" shall mean either, URS Corporation, or the affiliated company identified in the Work Order. The applicable Work Order shall clearly identify the legal name of the affiliate or subsidiary accepting the Work Order. ARTICLE I - Work Orders. The Scope of Services ("Services"), the Time Schedule and the Charges are to be set forth in a written Work Order to this Agreement. The terms and conditions of this Agreement shall apply to each Work Order, except to the extent expressly modified by the Work Order. Where charges are "not to exceed" a specified sum, URS shall notify Client before such sum is exceeded and shall not continue to provide the Services beyond such sum unless Client authorizes an increase in the sum. If a "not to exceed" sum is broken down into budgets for specific tasks, the task budget may be exceeded without Client authorization as long as the total sum is not exceeded. Changes in conditions, including, without limitation, changes in laws or regulations occurring after the budget is established or other circumstances beyond URS control shall be a basis for equitable adjustments in the budget and schedule. ARTICLE II - Payment. Unless otherwise stated in an Work Order, payment shall be on a time and materials basis under the Schedule of Fees and Charges in effect when the Services are performed. Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the invoice. If payment is not maintained on a thirty (30) day current basis, URS may suspend further performance until payments are current. Client shall notify URS of any disputed amount within fifteen (15) days from date of the invoice, give reasons for the objection, and promptly pay the undisputed amount. Client shall pay an additional charge of one and one-half percent (1Y2%) per month or the maximum percentage allowed by law, whichever is the lesser, for any past due amount. In the event of a legal action for invoice amounts not paid, attorneys' fees, court costs, and other related expenses shall be paid to the prevailing party. ARTICLE \II - Professional Responsibilitv. URS is obligated to comply with applicable standards of professional care in the performance of the Services. Client recognizes that opinions relating to environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions may vary from those encountered at the times and locations where the data are obtained, despite the use of due professional care. URS is not responsible for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in controlling, preventing, suppressing or in any way relating to an act of terrorism. ARTICLE IV - Responsibilitv for Others. URS shall be responsible to Client for URS Services and the services of URS subcontractors. URS shall not be responsible for the acts or omissions of other parties engaged by Client nor for their construction means, methods, techniques, sequences, or procedures, or their health and safety precautions and programs. ARTICLE V - Risk Allocation. The liability of URS, its employees, agents and subcontractors (referred to collectively in this Article as "URS"), for Client's claims of loss, injury, death, damage, or expense, including, without limitation, Client's claims of contribution and indemnification, express or implied, with respect to third party claims relating to services rendered or obligations imposed under this Agreement, including all Work Orders, shall not exceed in the aggregate: PSA-1.DOC (Rev. 1) 30-AUG-04 - I - (1) The total sum of $250,000 for claims arising out of professional negligence, including errors, omissions, or other professional acts, and including unintentional breach of contract; and any actual or potential environmental pollution or contamination, including, without limitation, any actual or threatened release of toxic, irritant, pollutant, or waste gases, liquids, or solid materials, or failure to detect or properly evaluate the presence of such substances, except to the extent such release, threatened release, or failure to detect or evaluate is caused by the willful misconduct of URS; or (2) The total sum of $1,000,000 for claims arising out of negligence, breach of contract, or other causes for which URS has any legal liability, other than as limited by (1) above. ARTICLE VI - Insurance. URS agrees to maintain during the performance of the Services: (1) statutory Workers' Compensation coverage; (2) Employer's Liability; (3) General Liability; and (4) Automobile Liability insurance coverage each in the sum of $1 ,000,000. ARTICLE VII - Consequential Damaqes. Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them. ARTICLE VIII - Client Responsibility. Client shall: (1) provide URS, in writing, all information relating to Client's requirements for the project; (2) correctly identify to URS, the location of subsurface structures, such as pipes, tanks, cables and utilities; (3) notify URS of any potential hazardous substances or other health and safety hazard or condition known to Client existing on or near the project site; (4) give URS prompt written notice of any suspected deficiency in the Services; and (5) with reasonable promptness, provide required approvals and decisions. In the event that URS is requested by Client or is required by subpoena to produce documents or give testimony in any action or proceeding to which Client is a party and URS is not a party, Client shall pay URS for any time and expenses required in connection therewith, including reasonable attorney's fees. Client shall reimburse URS for all taxes, duties and levies such as Sales, Use, Value Added Taxes, Deemed Profits Taxes, and other similar taxes which are added to or deducted from the value of URS Services. For the purpose of this Article such taxes shall not include taxes imposed on URS net income, and employer or employee payroll taxes levied by any United States taxing authority, or the taxing authorities of the countries or any agency or subdivision thereof in which URS subsidiaries, affiliates, or divisions are permanently domiciled. It is agreed and understood that these net income, employer or employee payroll taxes are included in the unit prices or lump sum to be paid URS under the respective Work Order. ARTICLE IX - Force Maieure. An event of "Force Majeure" occurs when an event beyond the control of the Party claiming Force Majeure prevents such Party from fulfilling its obligations. An event of Force Majeure includes, without limitation, acts of God (including floods, hurricanes and other adverse weather), war, riot, civil disorder, acts of terrorism, disease, epidemic, strikes and labor disputes, actions or inactions of government or other authorities, law enforcement actions, curfews, closure of transportation systems or other unusual travel difficulties, or inability to provide a safe working environment for employees. In the event of Force Majeure, the obligations of URS to perform the Services shall be suspended for the duration of the event of Force Majeure. In such event, URS shall be equitably compensated for time expended and expenses incurred during the event of Force Majeure and the schedule shall be extended by a like number of days as the event of Force Majeure. If Services are suspended for thirty (30) days or more, URS may, in its sole discretion, upon 5 days prior written notice, terminate this Agreement or the affected Work Order, or both. In the case of such termination, in addition to the compensation and time extension set forth above, URS shall be compensated for all reasonable termination expenses. ARTICLE X - Riqht of Entry. Client grants to URS, and, if the project site is not owned by Client, warrants that permission has been granted for, a right of entry from time to time by URS, its employees, agents and subcontractors, upon the project site for the purpose of providing the Services. Client recognizes that the use of investigative equipment and practices may unavoidably alter the existing site conditions and affect the environment in the area being studied, despite the use of reasonable care. PSA-1.DOC (Rev. 1) 30-AUG-04 - 2- ARTICLE XI - Documents. Provided that URS has been paid for the Services, Client shall have the right to use the documents, maps, photographs, drawings and specifications resulting from URS efforts on the project. Reuse of any such materials by Client on any extension of this project or any other project without the written authorization of URS shall be at Client's sole risk. URS shall have the right to retain copies of all such materials. URS retains the right of ownership with respect to any patentable concepts or copyrightable materials arising from its Services. ARTICLE XII - Termination. Client may terminate all or any portion of the Services for convenience, at its option, by sending a written Notice to URS. Either party can terminate this Agreement or a Work Order for cause if the other commits a material, uncured breach of this Agreement or becomes insolvent. Termination for cause shall be effective twenty (20) days after receipt of a Notice of Termination, unless a later date is specified in the Notice. The Notice of Termination for cause shall contain specific reasons for termination and both parties shall cooperate in good faith to cure the causes for termination stated in the Notice. Termination shall not be effective if reasonable action to cure the breach has been taken before the effective date of the termination. Client shall pay URS upon invoice for Services performed and charges incurred prior to termination, plus reasonable termination charges. In the event of termination for cause, the parties shall have their remedies at law as to any other rights and obligations between them, subject to the other terms and conditions of this Agreement. ARTICLE XIII - No Third Partv Rights. This Agreement shall not create any rights or benefits to parties other than Client and URS. No third party shall have the right to rely on URS opinions rendered in connection with the Services without the written consent of URS and the third party's agreement to be bound to the same conditions and limitations as Client. ARTICLE XIV - Assignments. Neither party to this Agreement shall assign its duties and obligations hereunder without the prior written consent of the other party. ARTICLE XV - Hazardous Substances. All nonhazardous samples and by-products from sampling processes in connection with the Services shall be disposed of by URS in accordance with applicable law; provided, however, that any and all such materials, including wastes, that cannot be introduced back into the environment under existing law without additional treatment, and all hazardous wastes, radioactive wastes, or hazardous substances ("Hazardous Substances") related to the Services, shall be packaged in accordance with the applicable law by URS and turned over to Client for appropriate disposal. URS shall not arrange or otherwise dispose of Hazardous Substances under this Agreement. URS, at Client's request, may assist Client in identifying appropriate alternatives for off-site treatment, storage or disposal of the Hazardous Substances, but URS shall not make any independent determination relating to the selection of a treatment, storage, or disposal facility nor subcontract such activities through transporters or others. Client shall sign all necessary manifests for the disposal of Hazardous Substances. If Client requires: (1) URS agents or employees to sign such manifests; or (2) URS to hire, for Client, the Hazardous Substances transportation, treatment, or disposal contractor, then for these two purposes, URS shall be considered to act as Client's agent so that URS will not be considered to be a generator, transporter, or disposer of such substances or considered to be the arranger for disposal of Hazardous Substances, and Client shall indemnify URS against any claim or loss resulting from such signing. ARTICLE XVI - Venue. In the event of any dispute between the parties to this Agreement, the venue for the dispute resolution shall be any state or federal court in the United States having jurisdiction over the parties. The foregoing notwithstanding, if the project is located outside the United States, the laws of the State of California shall govern and in such event, any dispute under the Agreement not resolved amicably shall be resolved under the binding rules of the American Arbitration Association. ARTICLE XVII - InteQrated Writing and Enforceability. This Agreement constitutes the final and complete repository of the agreements between Client and URS relating to the Services and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Modifications of this Agreement shall not be binding unless made in writing and signed by an Authorized Representative of each party. The provisions of this Agreement shall be enforced to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable, the provision shall be construed and applied in a way that comes as close as possible to expressing the intention of the parties with regard to the provisions and that saves the validity and enforceability of the provision. PSA-1.DOC (Rev. 1) 30-AUG-04 - 3 - THE PARTIES ACKNOWLEDGE that there has been an opportunity to negotiate the terms and conditions of this Agreement and agree to be bound accordingly. URI/ t s."1~ (/ ~ Bruce Broberq, P.E., Vice President URS Corporation Typed NamelTitle /()/1~/1J' Date of Si4natu~ ignatur Cilv of La Porte tve.J;'')il4 e i,.A- C. or-p /?,."';.. 10 "., TYP/Namemtl~ rI If) -t~ 0& Date of Signature PSA-1 DOC (Rev. 1) 30-AUG-04 - 4- TIME AND MATERIALS WORK ORDER NO. In accordance with the Agreement for Professional Services between City of La Porte ("Client"), and URS Corporation ("URS"). a Navada corporation, dated , this Work Order describes the Services, Schedule, and Payment Conditions for URS Services on the Project known as: 5 Points Development Client Authorized Representative: Address: Ron Bottoms 401 West Fairmont Parkway, La Porte, Texas 77571 Telephone No.: (281 )471-5020 URS Authorized Representative: Bruce Broberg Address: 9801 Westheimer, Suite 500 Houston, Texas 77042 Telephone No.: (713)914-6614 SERVICES. The Services shall be described in Attachment A to this Work Order. PAYMENT. Payment of is due upon signature of this Work Order and will be applied against the final invoice for this Work Order. URS charges shall be on a "time and materials" basis and shall be in accordance with the URS Schedule of Fees and Charges in effect at the time the Services are performed. Payment provisions and the URS current Schedule of Fees and Charges are attached to this Work Order as Attachment --A-. TERMS AND CONDITIONS. The terms and conditions of the Agreement referenced above shall apply to this Work Order, except as expressly modified herein. ACCEPTANCE of the terms of this Work Order is acknowledged by the following signatures of the Authorized Representatives. Tr;~ .y' ;m Signature I -R~ ~elt~~c C~~1:~~ Ci of La Porte ;, b"""" u.Jf- Lo, pD,.....J ; 0.;,/1 Typed 7me~'e ;0 ? tfJt Date df Signature UR% ~ Si:~f!( Bruce Brobera URS Corooration Typed NamelTitle 10/IJ ) 1J<f Date of ~gnatlre PSA-1.DOC (Rev. 1) 30-AUG-04 - 1 -