Fill and Sign the Golf Course Design Contract Form

GOLF COURSE DESIGN CONTRACT This AGREEMENT is entered into this _____ day of ________________, ______________ by and between __________ COMPANY, golf course designers with ofces at __________, __________, __________ __________, (DESIGNER) and the CITY OF __________, __________ (state). WITNESSETH WHEREAS, __________ is the owner of certain real property located in __________ County, __________ shown on the plat attached as Exhibit A and which is incorporated in this agreement (PROPERTY); AND WHEREAS, __________ desires to build an Eighteen Hole Golf Course of premium Standard and Quality on the PROPERTY; and WHEREAS, __________ AND DESIGNER have collaborated and will continue to collaborate in certain design development work leading to the fnal design of the course; and WHEREAS, DESIGNER desires to furnish services outlined below to __________; and WHEREAS, __________ desires to commission DESIGNER to complete all services outlined below; NOW, THEREFORE, in consideration of mutual covenants herein delineated and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. COMMISSION __________ agrees to commission DESIGNER to design and inspect construction of the golf course and DESIGNER agrees to accept such commission upon terms and conditions set out herein. 2. TIME This agreement shall continue from the date of signing until the course is opened for play and all fees have been paid, whichever is earlier. 3. DESIGNER'S RESPONSIBILITIES It is hereby agreed that the responsibilities of DESIGNER are as follows: (a) Consult with __________ on fnal detailed design of each hole and all practice facilities, landscaping directly related to the golf course & cart paths. Advise on the design of all directly related buildings. (b) Establish on site, with a mutually agreed engineer and/or surveyor, the sitting of tees, greens and centerline for the course, and all directly related buildings and landscape features for Agreement by __________. (c) Prepare detailed designs and specifcations for the course in sufcient detail that such documents may be used, together with a Construction Contract, to obtain bids and/or negotiate a contract or contracts for the complete construction of the course and all ancillary non-building fxed systems and facilities directly related to the course and its maintenance. (d) Prepare drawings as follows: (I) Prepare plans for 3 (b) above. (II) Clearing plans. (III) Grading plans. (IV) Drainage plans (in conjunction with engineer) including environmental/erosion control elements. (V) Location of cart paths & bridges. (VI) Construction of tees and greens. (VII) Location of all directly related buildings. (VIII) Directly related landscape features, (in conjunction with land planner.) (e) Consult with __________, its employee(s), and a mutually acceptable agronomist in the selection of certifed turf grasses and soil mixes best suited for the conditions prevailing on the PROPERTY. (The U.S.G.A. greens section would be suitable.) (f) Consult with __________, its employee(s), and mutually acceptable irrigation specialist sub-contractor to design a suitable irrigation system to support growth referred to in 3 (e) above and any special landscape features that might require irrigation. (g) Consult with __________, its employee(s) and its appointees and prepare the landscape plans and specifcations as they relate to the golf course. (h) Consult with __________ and its employee(s) in the negotiation/bidding of all contracts and sub-contracts for the construction, irrigation & landscaping of the golf course. (i) Provide all drawings and documents relative to the design work that may be called for in the processing of all applications for approvals and permits for the construction and initial operation of the golf course, including environmental permits/approvals. (j) Inspect Golf Course construction work as often as is necessary for its completion in accordance with the plans and specifcation (except for reasonable vacation time) with special attention to: (I) Stripping and stock piling of topsoil. (II) Rough grading. (III) Green Construction. (IV) Final grading. (V) Irrigation system installation. (VI) Landscaping. (VII) Growing in and fnishing. (k) Consult on certifcation of contractors, sub-contractors and suppliers claims for payment. (l) Ensure that all items under his control shall be completed to enable bidding of construction of the golf course to commence within _______ days after all necessary permits and approvals have been received. (m) Provide __________ with satisfactory proof of general liability insurance in amounts of not less than One Million Dollars per occurrence with __________ as an additional insured on the policy. 4. __________'S RESPONSIBILITIES __________ shall designate a PROJECT MANAGER to be its representative in regard to all its responsibilities under this contract. It is hereby agreed that the responsibilities of (a) Communicate to DESIGNER full and detailed design requirements for the golf course. (b) Provide DESIGNER with all surveys and surveying services in a manner conducive to the timely expedition of the golf course design and construction. (c) Retain the services of: (I) A golf course agronomist. (II) A golf course maintenance contractor. (III) A consulting engineer. (d) __________ may elect to provide a landscape designer and an environmental botanist upon recommendation or the PROJECT MANAGER and the DESIGNER. (e) Make available the services of the consultants or employees mentioned in 4 (c) above in a timely manner as requested by DESIGNER so as to facilitate the expedition of the preparation of the fnal design and specifcations for the golf course. Lack of availability of those persons or lack of timely performance by them shall not adversely afect this agreement as it pertains to timely performance by DESIGNER. (f) Give DESIGNER unfettered access to the consulting engineers appointed for the project and support DESIGNER in his eforts to obtain material or opinions from such engineers. lack of timely performance by engineers shall not adversely afect this agreement as it pertains to timely performance by DESIGNER. (g) Inform DESIGNER in writing of any easements, set backs, rights of way, or special conditions, that pertain to the land shown at Exhibit A. (h) Ensure that DESIGNER has access to any existing aerial photographs, infra-red photographs, topographic maps, boundary surveys, utility surveys, hydrographic studies, soil and sub-soil studies, and other data necessary for the proper performance of his duties. (i) Respond to all verbal, written or drawn communication from DESIGNER in a timely manner. (j) Inform DESIGNER in a timely manner of any defciencies and/or problems known to __________ during the design and construction of the golf course. (k) Obtain or cause to be obtained all permits and approvals necessary for the timely completion of the DESIGNER'S commission. (See 3 (i) (l) Pay all legitimate bills emanating from the golf course design and construction in a timely manner and hold DESIGNER harmless from any demand for such payment resulting from the signed contract or contracts with all contractors, sub-contractors and suppliers. 5. COMPENSATION OF DESIGNER In payment for the performance of the services and responsibilities contained herein __________ AND DESIGNER hereby agree to an all-in fee of __________ Thousand ($__________,000) Dollars. Such fees shall be payable as follows: Phase 1 Routing Plan Inspection of site, taking clients instructions and noting all physical constraints before preparation of routing plan. Fee: $__________,000.00 Phase 2 Design Development Meeting with local and permitting authorities and other members of the professional team to fnalize all proposed constraints. Development of agreed plan to establish fnished grades for client approval and for submission to permitting agencies. Fee: $__________,000.00 Phase 3 Working Drawings Preparing full working drawings for the bidding and construction of the golf course. Finalization of budgetary cost estimates. Fee: $__________,000.00 Phase 4 Bidding and Selection of Contractor Monitoring bidding process and advising on selection of contractor. Fee: $__________,000.00 Construction Inspections Undertaking construction inspections with sufcient frequency to ensure that the project is being constructed in accordance with the contract documents. Fee: $__________,000.00 Total: $_________,0,000.00 If permits for construction of the golf course are not received by __________. __________ shall have the right to suspend payments until permits are received. In the event __________ determines in its discretion not to proceed with the permit process and notifes DESIGNER of its intent to abandon the Project and terminate this contract, DESIGNER shall be entitled to payment for services actually provided but in no event shall DESIGNER receive in excess of compensation beyond Phase 2. 6. PAYMENT (a) Payment for Phase 1 shall be made within 30 days of the execution of the contract. (b) For Phase 2, payment in the amount of $00.00 shall be made upon completion of the grading plan and documents necessary to allow bidding on grading contract. The balance of the Phase II fee to be paid upon closing of the bond issue for fnancing of the golf course. (c) Compensation for Phases 3, 4 and 5 shall be paid at the rate of $00.00 per month commencing the frst month after closing of the bond issue. (d) __________ may suspend monthly payments for compensation on Phases 3,4 and 5 in order to insure that the fnal installment, due upon completion of construction, will amount to $00.00. 7. BUSINESS EXPENSES DESIGNER shall bear all out-of-pocket business expenses relating to normal and necessary service provided for the project. All extraordinary expenses shall be borne by __________, but may not be incurred without its prior approval. A travel & accommodation budget shall be set at $_______________ to cover site visits. All costs incurred above this budget shall be for the account of DESIGNER. 8. RESTRICTIONS This agreement shall not restrict DESIGNER from engaging in other activities and businesses and shall not be construed as an exclusive agreement or an agreement requiring his provision of services to __________ on a daily basis. However, DESIGNER warrants that he will pursue his responsibilities under this agreement in a highly responsible manner and shall render to CITY OF __________ services of the highest quality and integrity. 9. OWNERSHIP OF DOCUMENTS It is hereby agreed that all documents generated by the DESIGNER in the performance of his responsibilities under this agreement shall remain the property of DESIGNER until payment has been completed in accordance with this Contract, at which time they shall become the property of __________. However, access by __________ to these documents before completion shall not be denied. 10. AMENDMENTS This agreement once signed shall not be amended, waived, added to or changed without the prior written consent of both __________ and DESIGNER. 11. ASSIGNMENTS This agreement shall not be assigned by either __________ or DESIGNER without the prior written consent of the other party except where the assignee is a wholly-owned subsidiary or entity. 12. CONSULTANTS __________ reserves the right to hire a consultant(s) of its choice at __________'S expense to assist in the completion of the course to __________'S satisfaction. 13. TERMINATION This contract may be terminated for cause by either party on 10 days notice. Cause shall be failure to perform the obligations and responsibilities as provided herein. However, if cause is based on nonpayment, notice of said default and subsequent payment prior to termination date shall not be construed as "cause" for termination. 14. SUCCESSION OF RESPONSIBILITY Should __________, for reasons of health or for circumstances beyond his control, be unable to provide personal inspection services for any period during the project, Mr. __________ reserves the right to appoint an inspector of similar ability to act on his behalf. __________ shall have the right to approve such inspector. This arrangement shall not materially afect this contract and Mr. __________ shall reassume his total involvement with the project as soon as he is able. 15. BINDING EFFECT This agreement shall be binding in its entirety to both __________ and DESIGNER and shall inure to the benefts of their heirs, successors or assigns. 16. NOTICE Notices under this Agreement shall be in writing or printing and shall be delivered by any means as follows: AS TO __________: ______________________ P.O. Box ______________ __________, __________ AS TO DESIGNER: __________ __________ Golf Company __________ __________, __________ __________ or to such other party or address as may from time to time be recorded in writing by either party, to either party. All date sensitive notices or communications shall be by U.S. Mail, Certifed Return Receipt of facsimile to both parties. 17. HEADINGS Headings shall not limit or otherwise afect the meaning or interpretation of this agreement; they are for reference only. 18. SURVIVAL All covenants, agreements, representations and warranties made herein or otherwise made in writing by any party hereto shall survive the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby. 19. SEVERABILITY If any part of this Agreement or any other Agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and efect so far as possible. 20. WAIVERS The failure or delay of either party at any time to require performance by the other party of any provision of this Agreement, even if known, shall not afect the right of such party to require performance of that provision or to exercise any right, power of remedy hereunder, any waiver by either party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. 21. JURISDICTION The parties acknowledge that a substantial portion of negotiations, anticipated performance and execution of this agreement occurred or shall occur in __________, __________ County, __________ and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement may be brought in the courts of record of __________ County, __________ (b) consents to the jurisdiction of such courts in any suit action or proceeding (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in such courts; and (d) agrees that service of any court paper may be efected on such party by mail, as provided under applicable laws or court rules in said State. 22. GOVERNMENTAL LAW This agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of __________ without regard to principles of conficts of laws. 23. ENTIRE AGREEMENT This Agreement represents the entire understanding and Agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties. 24. AUTHORITY Both __________ and DESIGNER by signing this agreement warrant that they are authorized to do so on behalf of those that they ostensibly represent. IN WITNESS WHEREOF, the parties have executed this agreement on ........................... as to CITY OF __________ ........................... as to DESIGNER. WITNESSES: CITY OF __________ ________________________ BY:_________________________ ________________________ ITS _________________________ __________ COMPANY ________________________ BY:_________________________ ________________________ ITS _________________________