R2018-16 Golf Course Renovation AgreementRESOLUTION 2018-16
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING AN AGREEMENT WITH
NICKLAUS DESIGN GROUP, LLC FOR THE PREPARATION OF PLAN
AND BID DOCUMENTS AND FOR OVERSIGHT OF THE GOLF COURSE
RENOVATION PROJECT; AUTHORIZING THE MAYOR AND VILLAGE
CLERK TO EXECUTE A CONTRACT FOR SUCH SERVICES; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Golf Course at the North Palm Beach Country Club is in need of both
renovation and maintenance; and
WHEREAS, because the Golf Course is a Nicklaus Signature facility, all changes to the course
design, layout, playability and aesthetics must be approved by Nicklaus Design, LLC; and
WHEREAS, Village Administration recommended entering into an Agreement with Nicklaus
Design to provide a plan, contractor documents and oversight for the Village's Golf Course
Renovation project; and
WHEREAS, because only Nicklaus Design can provide such services for a Jack Nicklaus
Signature Golf Course, this is a sole source purchase; and
WHEREAS, the Village Council determines that adoption of this Resolution approving an
Agreement with Nicklaus Design is in the best interests of the residents and citizens of the
Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA, as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves an Agreement with Nicklaus Design, LLC for
preparation of a plan and contractor documents and for oversight of the Village's Golf Course
Renovation Project in the flat -fee amount of $100,000.00, with funds expended from Account No.
L8045-66210 (Golf Course Maintenance — Construction & Major Renovation). The Village Council
further authorizes the Mayor and Village Cleric to execute the Agreement on behalf of the Village.
Section 3. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 22' DAY OF FEBRUARY, 2018.
(Viiiage. Seal)
ATTEST:
VILLAGE CLERK
MAYOR t
GOLF COURSE
RENOVATION AGREEMENT
THIS AGREEMENT is dated this c a7Ii/ day of �/ZLI _, 2018 and is made by and
between the Village of North Palm Beach ("Owner"), a Floridd municipal corporation, whose
address is 501 U.S. Highway One, North Palm Beach, FL 33408 and Nicklaus Design, LLC
("Company"), a Florida limited liability company, whose address is 11780 U.S. Highway One,
North Palm Beach, Florida 33408.
In consideration of the mutual promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
Introduction.
Owner plans to undertake the updating ("Renovation") of its 18 -hole golf course known as the
"North Palm Beach Country Club" ("Golf Course"), which Golf Course was originally redesigned
by Company's principal, Jack Nicklaus ("Nicklaus"). Owner wishes to retain Company to perform
certain additional design services ("Design Services") in order to maintain the "Jack Nicklaus
Signature" endorsement right, integrity and playability of Company's original design during the
Renovation. Company agrees to perform the Design Services upon the terms and conditions
hereinafter set forth.
2. Design Services.
The Design Services are described in Exhibit "A" attached hereto and incorporated herein. It is
understood and agreed that Owner has not requested Company or Nicklaus to redesign the Golf
Course, and that Company's primary role will be to assure that the original aesthetics and playing
characteristics of the original design by Nicklaus are maintained, while affording Owner the
opportunity to retain the Jack Nicklaus Signature designation. Owner acknowledges that
Company's role as a golf course designer will be limited to reviewing the impact of any changes
proposed by Owner on the design characteristics of the Golf Course, and that to the extent
revisions to the original design require more than cosmetic changes to the Golf Course site, Owner
will be responsible for obtaining the services of other qualified professionals to assist Owner and
Company in implementation of the Renovation as provided in Section 6 below.
3. Company.
Owner will pay Company a Fee of $100,000 (the "Fee), payable on a non-refundable basis as
follows:
a. Twenty-five percent (25%) of the Fee at the time of execution of the Agreement;
b. Twenty-five percent (25%) of the Fee at the time Owner selects a contractor for the
Renovation;
c. Twenty-five percent (25%) of the Fee at the time the Renovation commences;
d. Twenty-five percent (25%) of the Fee upon the completion of grassing of all 18 greens.
In consideration of the Fee specified above, Company agrees to have the Design Associate visit the
Golf Course as necessary during the Construction Work.
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4. Expenses.
Company will bear all expenses incurred by its personnel in performing its duties hereunder.
5. Agronomy Consulting Services.
Owner acknowledges and understands that proper selection and care of turf grass and other
plantings required in connection with the Golf Course are essential to the maintenance of the
quality standards associated with the Company's designs. Therefore, Owner will provide the
services of a qualified agronomist having experience with the growth and management of golf
course turf and related plantings to consult with Owner, Owner's project manager, and Company
commencing as soon as practicable after the date of this Agreement. If required, Owner's
agronomist will develop updated grassing specifications for the Golf Course for review with
Company and will develop final grassing specifications and an updated turf management program
for the Golf Course. Company will consult with Owner's agronomist to assure that issues relating
to the playability and aesthetics of the turf and all related plantings selected by Owner's
agronomist meet Company's original quality standards for the Golf Course as updated to the date
of the Renovation. Company will not be responsible for the means, methods, or results of Owner's
agronomy consultant, or for any judgments made by such consultant relating to the development,
implementation, or modification of the final grassing and turf management plan for the Golf
Course.
6. Owner's Responsibilities.
So that Company can adequately perform its duties herein:
A. Owner will appoint a qualified and experienced project manager on a full-time basis to
supervise the performance of the Renovation and to represent Owner in its dealings with
the contractors performing the Renovation. Such project manager or another authorized
representative designated by Owner will render decisions pertaining to the Renovation
promptly in order to avoid any unnecessary delay in the progress of the services to be
performed by Company under this Agreement.
B. If required, Owner will be responsible for retaining the services of qualified professional
consultants to review any Plan Documents prepared by Company to reflect revisions to the
original design of the Golf Course, where required in order to assure compliance with all
applicable laws and regulations affecting the site, including but not limited to
environmental, wetlands, land use, zoning, and other similar matters. Company agrees to
work with such consultants as required in the design process, and if requested to do so by
Owner, Company will adjust its Plan Documents to conform with such regulations.
Without limiting the foregoing, if required, Owner will employ the services of licensed
engineers for the purpose of designing any modifications to the storm drainage system for
the Golf Course, bridges, walls, cart paths, and any other facilities or structures which
require the services of an engineer. Such engineers will also be responsible for advising
Company regarding the impact of applicable regulations and engineering practices upon
Company's Plan Documents and for coordinating the storm drainage system with any other
revisions to the drainage features of the Golf Course set forth in the Plan Documents.
C. If required, Owner will have the obligation to retain, subject to Company's right of
approval, the services of a qualified irrigation consultant to review the design of the
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irrigation system for the Golf Course and to make such revisions and additions as such
consultant may deem appropriate in connection with the Renovation. Such consultant will
oversee the installation of the irrigation system and generally be responsible to supervise
and direct all in -field services in connection therewith.
D. If required, Owner will also furnish the services of any other professional consultants if
such services are required due to specific adjustments requested by Owner in the original
design of the Golf Course, or are deemed necessary or appropriate by Company and/or
Owner. The services, information, and reports provided by Owner to Company under this
Section 6 will be furnished at Owner's expense. Company and Owner agree that Company
will be entitled to rely upon the accuracy and completeness of such services, information,
and reports.
7. Liability.
Company will be liable to Owner for damages caused by Company's breach of this Agreement,
and Owner will be liable to Company for damages caused by Owner's breach of this Agreement,
provided that neither party will be liable to the other for any consequential or incidental damages
arising out of such a breach. In the event a third party asserts any claim arising out of the
Renovation, Owner agrees to indemnify and hold harmless Company and its personnel against and
from any and all liabilities, losses, costs, expenses, or damages incurred by them as a result of such
claim, including reasonable legal fees and expenses of settlement or defense related thereto, unless
such claim results from a breach of this Agreement by Company, or from Company's gross
negligence or willful misconduct. Nothing set forth herein shall constitute a waiver of Owner's
sovereign immunity protections or the limitations of liability set forth in Section 768.28, Florida
Statutes, nor create a cause of action in favor of any third party.
Company will not be responsible for the performance of, or for any improper work by, the
contractor or any subcontractor or specialty contractor performing any of the construction work
required to complete the Renovation, and the review of any of such work by Company will not
release any contractor from its obligations to Owner to perform such work according to contract or
relieve Owner's project manager from his duty to monitor the performance of such work.
Company will not be required to supervise the performance of any contractor or subcontractor, or
to make exhaustive or continuous on-site inspections to check the quality or quantity of any
materials or construction work provided in connection with the Renovation. Company will not be
responsible for the means, methods, techniques, sequences, or procedures of construction, or the
safety programs and precautions incident thereto, of the contractor retained by Owner to perform
the Renovation or of any subcontractor retained by such contractor. Company will in no event be
responsible or liable for any improper performance by the contractor or any subcontractor or any
independent professionals retained by Owner, or by any testing laboratory, or for the installation or
use of any improper or defective material or equipment that fails to perform in the manner
expected or specified.
8. Insurance.
Throughout the progress of the Construction Work, Owner and Company will each secure and
maintain Commercial General Liability, Business Automobile Liability, and Worker's
Compensation insurance with the following minimum limits of liability:
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Commercial General Liability, including Contractual Liability, Personal Injury
Liability, and Products Liability in the amount of $1,000,000 Each Occurrence and
$2,000,000 General Aggregate.
Business Automobile Liability (including owned, hired, and non -owned vehicles) in
the amount of $1,000,000 Each Accident.
Worker,'s Compensation and Employer's Liability in the amount of $500,000 Each
Employee, $500,000 Each Accident, $500,000 Policy Limit.
Owner will provide a Certificate of Insurance to Company evidencing the above
required insurance coverage. Company will provide a Certificate of Insurance to
Owner evidencing the above required insurance coverage and naming Owner as an
additional insured. All such certificates will be mailed or faxed to the other party.
9. Advertising and Promotion.
Any advertising or promotional material concerning the Golf Course and/or the Renovation
referring to Jack Nicklaus or Nicklaus Design will be subject to the approval of Company prior to
use.
10. Notice.
Notices between the parties will be in writing and will be deemed to have been properly given if
delivered by express courier service or by U.S. mail, return receipt requested, to the address of the
receiving party.
11. Enforcement Costs.
If any legal action or other proceeding is brought for the enforcement of ,this Agreement, or
because of a dispute, breach, default or misrepresentation in connection with any of the provisions
of this Agreement, the successful or prevailing party or parties shall be entitled to recover
reasonable attorney's fees and costs, including appellate fees and costs.
12. Independent Contractor.
In the performance of all services under this Agreement, Company shall be an independent
contractor and shall not be considered an employee, agent or servant of Owner.
13. Termination of Agreement.
Company may terminate the Design Services under this Agreement by giving written notice
thereof to Owner if the Renovation has not commenced within one (1) year after the date of this
Agreement, or if Owner fails to make any payment to Company when due or if Owner commits
any other material breach of this Agreement. Owner may terminate this Agreement for any or no
reason by giving ten (10) days' written notice to Company. In the event of termination without
cause, Owner shall compensate Company for all Design Services performed through the date of
termination.
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14. Miscellaneous.
This Agreement will be construed in accordance with and governed by the laws of the State of
Florida. This written Agreement constitutes the entire Agreement between the parties relating to
the subject matter hereof and is the final expression of the agreement between the parties.
15. Effective Date.
This Agreement shall be effective immediately upon execution.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date specified
above.
COMPANY:
NIC DESIG LLC
By:
Print Name:
Title:
VILLAGE:
VILLAGE OF NORTH PALM BEACH
By: 4-r
DARRY .AUBREY
MAYOR
ATTEST:
By:
MELISSA TEA
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By:
VILLAGE ATTORNEY
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"EXHIBIT "A"
Design Services will include the preparation of plan documents and quantity calculations by
Company's design staff as required to implement those adjustments to the original design of the
Golf Course in connection with the Renovation including the following:
1) Strategy Plan
2) Grading/Contour Plans
3) Conceptual Golf Course Drainage Plan (to be reviewed and
approved by Owner's Engineer)
4) Grassing Plan
5) Greens Details
6) Construction Specifications and Details
The Design Services will also include site visits as required by Company to review the
implementation of Company's updated Plan Documents during the performance of the
Renovation.
Company and Owner will be responsible for consulting with Jack Nicklaus as necessary to assure
that any revisions to the original design of the Golf Course which are made by Company in
connection with the Renovation meet with his personal approval as the principal designer of the
Golf Course.
Scone of work shall include:
Soften and re -grass greens
Level and re -grass tees
Bunker Renovation
Re -grass entire course
Raise 3 holes for better drainage
Add misc cart path