Golf Design Group, Inc./Brookshire Golf CourseGOLF DESIGN GROUP, INC.
Brookshire Golf Course -2008
Appropriation #l 1504340400; P.O. #18247
Contract Not To Exceed $45,000.00
APPROVED, A TO
FORM BY:
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement') is hereby made and
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City"), and Golf Design Group, Inc. (hereinafter "Professional"),
RECITALS
WHEREAS City owns and is responsible for the operation and -maintenance of its property,
personnel, public works and infrastructure; and
WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing
responsibilities; and
WHEREAS, Professional is experienced in providing and desires to provide to City the
professional services ("Services") referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of
providing to City the Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions
set forth herein, City and Professional mutually agree as follows:
SECTION I. INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
SECTION 2. SCOPE OF SERVICES
2.1 City desires to engage Professional as an independent contractor for the Services set forth in
attached Exhibit A, incorporated. herein by this reference.
2.2 Professional understands and agrees that City may, from time to time, request Professional to
provide additional or modified Services to City. When City desires additional Services from
Professional, the City shall notify Professional of such additional Services desired, as well as the
time frame in which same are to be provided. Only after City has approved. Professional's time
and cost estimate for the provision of such additional Services, has encumbered sufficient monies
to pay for same, and has authorized Professional, in writing, to provide such additional Services,
shall-such Services be`proviiled by Professional to City. A copy of the City's authorization
documents for the purchase of additional Services shall be numbered and attached hereto in the
order in which they are approved by City.
2.3 Time is of the essence of this Agreement.
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GOLF DESIGN GROUP, INC.
Brookshire Golf Course - 2008
Appropriation #1150-4340400; P.O.#18247
Contract Not To Exceed $45,000.00
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
3.2 City shall provide all data required for provision of Services. Professional may assume that all
data so provided is correct and complete.
3.3. City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.4 City shall designate payment of the Services from City budget appropriation number 1150-
4340400 funds.
3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services.
SECTION 4. PROFESSIONAL'S RESPONSIBILITIES
4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
4.2 Professional shall coordinate with City its performance of the Services.
4.3 Professional shall provide the Services by following and applying at all times reasonable and
lawful standards as accepted in the industry.
SECTION 5. COMPENSATION
5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be
no more than Forty Five Thousand Dollars ($45,000.00) (the "Estimate"). Professional shall
submit an invoice to City no more than once every thirty (30) days for Services provided City
during the time period encompassed by such invoice. Invoices shall be submitted on a form
containing the same information as that contained on the Professional Services Invoice attached
hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all
undisputed Services rendered and stated on such invoice within sixty (60) days from the date of
City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and
undisputed invoiceamount for each month same remains unpaid.
5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to
-- exceed the Estimate, without City's prior written consent.
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GOLF DESIGN GROUP, INC.
Brookshire Golf Course - 2008
Appropriation #11504340400; P.O. 1118247
Contract Not To Exceed $$45,000.00
SECTION 6. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1
herembelow, this Agreement shall be in effect from the Effective Date through December 31,
2008, and shall, on the first day of each January thereafter, automatically renew for a period of one
(1) calendar year, unless otherwise agreed by the parties hereto.
SECTION 7. MISCELLANEOUS
7.1 Termination.
7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City or Professional, without cause, upon thirty (30) days' notice.
7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City, for cause, immediately upon Professional's receipt of City's "Notice
To Cease Services."
7.1.3 In the event of full or partial Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all such Services rendered and
expenses incurred as of the date of termination that are. not in dispute, except that such
payment amount shall not exceed the Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents; partners and successors in
interest are bound to the other as to all Agreement terms; conditions and obligations.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give rights or benefits to anyone other than the
parties hereto.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Professional nor any of its agents, employees or contractors are City employees. Professional shall
have the sole responsibility to pay to or for its agents, employees and contractors all statutory,
contractual and other benefits and/or obligations as they become due. Professional hereby warrants
and indemnifies City for and from any and all costs, fees; expenses and/or damages incurred by
City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor
of Professional regarding or related to the subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
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GOLF DESIGN GROUP; INC.
Brookshire (3011'.COUrse'-2008
Appropriation #1 150`-4340400; P.O. #1824.7
Contract Not To L•xcoed $45,000,00
7.5 Insurance.
Professional shall=procure-.and maintain with an insurer licensed to.,do business in.tbe State of
Indiana such insurance,as is*necessary-for the; protection of City and, Professional from all claims
under workers' compensation, occupational disease and/or unemployment compensation acts,
because of errors and omissions, because of bodily injury; including; `but not limited, to, the
personal injury, sickness, disease; or death of any of Professi'onal's employees; agents or
contractors and/or because of any injury to or, destruction of property, including;,but.not limited to,
any loss of use resulting therefrom. The caverage•a"mounts.shall be no less than those amounts set,
forth on attached Exhibit C. Such. insurance policiesr,shall not be canceled without thirty (30)
days' prior written notice to-City..
7.6 Liens.
Professional shall not-cause, or pen-nitthe filing of any lien on any of City's,property..ln the event
such a lien is'f led and Professional' fails to remove it"within ten (10) days after ihe`date.pf filing,
City shall -have the right to pay or bond over such-lien at Professional's'sole cost and,expense.
7.7 Default;
In the event Professional: (a) repudiates; breaches or.defablts under-any of.the terms or conditions
of this, Agreement, including-Professional's warranties; (b) fails to perform. the Services as
specified; (e) fails to make progress so as -to endanger timely and proper completion of the
Services and does not correct such failure or'•breach`within five: (5) business days after receipt of
notice,from City specifying-same;,. or (a) becomes insolyent. files,.or has filed against,it, -a petition
for receivarship, makes-a general assignment for the benefit of creditors or dissplves, each.such
event constituting an event of default. hereunder, City shall have the right to terminate all or any
part- of this Agreement; without liability to- Professional and to exercise any other rights or
remedies available to it at law or in equity.
7.8 Govemritent Compliance.
Professional agrees to comply with,:allylaws, executive orders, rules and regulations applicable to
Professional's performa`nce' of its obligations under this Agreement, allrelevant provisions. of
which being hereby incorporated' herein by this, reference; to keep all of Professionals'°required
professional.'licenses and certifications Valid and current, @ihd toIindernnifyand hold hanrtless City
from any and all losses, damages, costs,,liabilities, damages, costs and•aftomey fees-resulting from
any failure by Professionatto do so. This indemnification obligation shall survive the termination
of thisAgreement.
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GOLF DESIGN GROUP; INC.
Brookshire Golf Course'-x2008
Appropriation 91150-4340400; P.Q.''#18247
Contract Not To Exceed'S45,000.00
7.9 Indemnification:
Professional shall indemnify and hold harmless City and its officers; officials, employees- and
agents from all losses, liabilities, claims, judgments and liens, including; but not `limited to, all
.damages, costs, expenses and attorney fees, arising out of '.any intentional or negligent act or
omission of professional and/,or any of its employees, agents or contra etors, in, the performance of
this Agreement., This indemnification obligation.shall survive the termination of this Agreement..
TI0 Discrimination Prohibition.
Professional represents and..-warrants that it-and. each of its,employees, agents and contractors, shall
comply with all existing and future laws prohibiting discrimination against any employee,
applicant for employment and/or other person in the subcontracting of work and/or in the
performance of any-Services contemplated by this Agreement with respect 'to hire, tenure, terms,
conditions or privileges of employment or any matter' directly or indirectly-related to-employment,
subcontracting' or work performance hereunder because; of race, ieligion, color, sex, handicap,
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemniftcationobligation-shall survive the,termination, of"this.Agreement.
7.11 5everability.
If any provision of this Agreement 'is held .to, be invalid, illegal or unenforceable by a court of
competent jurisdiction, that'provision shall be stricken, and all other provisions of this Agreement
that can operate independently ofsame.shall continue in full force.and"effect..
7.12 Notice.
Any notice, invoice,.order or `other correspondence,iequired or allowed to be sent,pursriant to this
Agreement shall be written and either hand-delivered or sent,by prepaid U.S. certified mail, return
receipt iequested, addressed to the parties as follows:
CITY:
City of Carmel
Department of Administration
One Civic.Square
Carinel, Indiana 46032
ATTENTION: -David Van,Bruaene
PROFESSIONAL:
Golf Design Group, Inc.
12716 Wembly Road
Carmel, Indiana-46033
ATTENTION: Ron Kern
.Douglas C. Haney
, Carmet,City.Attorney
One Civic'Square
Carmel, Indiana 46032
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GOLF DESIGN,GROUP, INC.
Brookshire Golf Course.-2008
Appropriation t!115G-4340 400: P.O. #18247
Contract Not To Excee&S45,000.00
Notwithstanding the above; City may orally provide to professional any notice required or
permitted by this. Agreement; providedthat such notice shall also then be sent as required by this
paragraph within ten (10) business, days from the date of such oral notice.
7:13 Effective Bate.
The effective date (".Effective Date"j of this Agreement shall be the datc?on which the last of the
parties hereto.executes same.
7.14 Governing Law; Lawsuits.
This Agreeiieni.shall be`governed byand construed in accordance with:the,laws of the State of
Indiana, except for its conflict of,laws provisions; as well as by all ordinances and codes of the
City of Carmel, Indiana. The parties agree"that, in the event a lawsuit, is filed hereunder, they
waive any right to a jury trial they may have,. agree°.to file such lawsuit, in an appropriate court in
Hamilton County, Indiana only; and agree that. such court is1he appropriate Venue for and has
jurisdiction over same..
7.15 Waiver.
Any delay or inaction on the part, of either party' in exercising or 'pursuing its rights and/or
remedies hereunder or. under •law shall not operate to waive:auy'such rights and/or remedies. nor in
any way affect the rights of such party to require such performance at any time thereafter.
7.16 Non-Assignment.
Professional shall not assign or pledge -this,Agreement nor .delegate 'its obligations hereunder
without'City's prior written consent'.
7.17 Entire Agreement.
This Agreement contains the entire agreement-ofand between the parties hereto with respect to the
subject matter hereof, and no prior agreement; understanding or-representation pertaining' to such
subject matter,, written or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from except by an, agreement in writing signed by both
parties hereto and/or their respective successors in interest, To the extent anyprovision contained
in this Agreement conflicts with any, provision contained in any, exhibit attached hereto, the
provision.contained'm this Agreement shall prevail.
7.15 Reoresentation and Warranties.
Each party'hereto represents and warrants that it.is authorized to enter into this.Agreement and that
any.. person or entity executing this Agreement on behalf of sucli.party`has the authority to bind'
such party or the party which they represent; as the case may be.
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GOLF DES. ICKGROUP, INC.
Brookslike Golf. Course - 2009
Appropriation `#1150-4340400; 'P.O. #18247
Contract Not To Exceed $4000.00
7.19 Headings.
All headings and' sections of this Agreement are inserted,for convenience orily and,do.not forma
part of this Agreement nor limit, expand or otherwise alter the ineaning of any provision` hereof.
7.20 Advice of Counsel.
The parties warrant that they have read this Agreement and fully understand it, have had an
opportunity to obtain the advice and assistance of.'counsel throughout the negotiation of.same,.and
enter into same freely; voluntarily, and without any duress, undue influence,orcoercion.
7.21 Copyright.
City acknowledges thavvaribU.s materiais wliich maybe used, and/or generated by Professional in
performance of Services, including forms, job description formats, comprehensive position
questionnaire; cornpensaYion,-and classification plan and reports are copyrighted City agrees that
all ownership rights and•copyrights thereto he with Professional, and City will use them solely for
and on behalf of its own operations. City agrees that; it. will take appropriate action with its
employees to satisfy its obligations. with respect to use, copying; protection and- security of
Professional's property.
7.22 Personnel.
Professional represents that it his, or will secure at"its own expense, all personnel required in
performing the services under this-agreement. Such,personnel.shall- not bezemployees of or have
any contractual relationship with City, All of the services required hereunder will be Performed,
by Professional or under -his supervision and all personnel engaged in the work- shall, be fully
qualified to perform such services.
7.23 Records and Inspections
Professional shall maintain full and accurate records with respect tc.all matters covered under this
agreement for three (3) years, after the expiration or early iermioation:of this agreement City shall
have free access at,all proper, times to such records and the right to examine-..and audit the same
and to make transcripts' there from, and to inspect all program data, documents, proceedings and
activities.
7.24 Accomplishment ofProiect
Professional shall commence, carryon, and-complete the project-;with-all practicable dispatch, in a
sound economical and efficient manner. 1 accordance with the provisions thereof and all
applicable'laws.-Iu,accomplishing:dieproject, Professional. shall 'take.such steps as are,appropriate
to ensure-that the work involvedis properly.coordinated with related work being carried on within
City's. organization.
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GOLF DESIC'iN GROUP, INC.
Brookshire Gh1f Course- 2008
Appropriati6n'96150-4340400; P.O.08247
Contract Not-To Exceed 545.000.00
IN WITNESS' WHEREOF, ihe_parties hereto have inade and executed this Agreement as follows:
CITY OF CARMEL,,INDIANA
by and through its- Board of Public
Works and Safety
GOLF DESIGN GROUP, INC.
BY: BY:
. 'e Proprietor:
Lori S. Watson, I r SSN if Sole Proptietor:
Date: t Date: , 12-
13-Zoap.
J es Brainard, Fra's'din' O fiver. Authorized Sigrlature,
Date: j /Q
`Printe]j'Name:
M ;ry Ai Burke, M fiber q 'Citle: 'f?res.d?e,;? Gn f L1es.??y? Cap neu? Ine..
Date:- ?
FID/T[N,
ATTEST:
Treasurer"
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Golf Design Group, Inc.
12715 Wembly Road
Carmel, Indiana 46033-2.473
317580.9083
rkemC ndy.net
h ttpWron kerngolf arch.com
12/11/08
Mr. Dave Van Bruaene, Director of Golf
Brookshire Golf Club
12120 Brookshire Pkwy
Carmel, IN 46033
Dear Mr. Van Bruaene
This is the response to your Request for Qualifications regarding a golf.course master plan for Brookshire
Golf Club.
I am uniquely qualified to work for Brookshire Golf Club to_develop a.master plan. As. a young man I
was fortunate to.see Brookshire emerge; frorn farm land and become a pioneer by providing an
excellent course for the golfing public. Carrying stakes and "a hammer, l was with the golf course
architect, Bill Diddel and my father, Gary, as they laid.out.the,golf course on the raw land. My father was
responsible for hiring Bill to design the golf course. Afterthe golf course was complete, Bill told my
father that 'he could have a future in designing golf courses. Bill then mentored my father in the art of golf
course design and gave myfather his first two golf course design contracts, Little did I know at the time
that my future was-being shaped thanks to Brookshire's construction. In 1986 1"became a golf course
architect under the tutelage of my father.
Growing up playing golf at. Brookshire, t remember how great the golf course was in its early days. It set
a high standardthat public, golf course development continued to follow in the.region, making Hamilton
County a midwestern golf destination and a great place to live and playgolf. It is well known that over
the last many years Brookshire has fallen into disrepair due to misguided alterations and irresponsible
maintenance practices. The.good' news is that the bones are all still there and with prudent planning the
golf course can be revived to its original standing.
Bill gave to my father the original plans for Brookshire. After a period of time, my fathergave.the plans
to me. Over the years I've studied these plans gaining inspiratiornfor my many of my designs.
Possessing the golf course plans gives me the ability to study what Bill originally planned for
Brookshire's design. Due to budget concerns, not-everything, Bill planned was,oonstructed. The original
plans afford us the opportunity to complete Bill's vision for.the golf course.
I have an understanding of Bill's design philosophy.as he imparted ittto my father who then shared it with
me. And, I had the opportunity to hear much of it first hand white playing golf with Bill at Woodland.
This is an important key in developing a golf coume.masterplan for Brookshire. Bill had a genuine
dedication to and love of public goff. He designed many golf courses as WPA projects during the
Depression. Bill designed a golf course that.was playable_aind enjoyed by golfers of,all skill levels. His
designs were always steeped.in'the spirit.of'the,game of golf: Yet, his.deslgns challenged good
players to score well. Many times I'have heard a good player express frustration thata golf course of
Bill's just didn't seem to be very difficult and they didn't score as well as they thought they should have.
Bill's design philosophy is a:perfectfit for what Brookshire's.golf'course provides to the golfing
community.
Twenty two years of formal professional golf course architecture combined with a,Civil Engineering
degree and drainage design background enables me,to'understand Brookshire's specific.site elements
and find solutions and'plan improvementsthat work within required constraints and parameters.
Designer of Purgatory Golf Club,, Noblesville, IN - One of'America's Best 100 Public Golf Courses, Golf Digest; 2005
i6EXHIBI1 L( ??
Page 2
12/11/08
Response to RFQ
I have been a member of this community nearly my entire life. My wife and I make our home in Carmel
and will most likely stay. here for the rest of our days; and I live only three miniutes.away from the golf
course. I was thrilled when Mayor Brainard made the commitment to purchase Brookshire Golf. Club for
the City of Carmel. This action ensured'the preservation of the,golf course and the preservation of
precious greenspace and Wildlife habitat. Combine that with providing citizens with an affordable place
to play golf and an attraction to businesses that would locate in Carmel, Brookshire as a municipal facility
is a winner for the community. I will bean ongoing advocate imthe community for the golf course.
With regard to the questions found in your request for qualifications, find comments below
What is the scope of the master plan. Will there be an,incremental approach? How is the work priced?
Do you do estimates followed,by bids? Do yob try` to.estlmate: a timetable'by complete phases?
These questions are answered within the following proposed scope of master plan services that
includes:
1. Site visits to develop the-approach of. the master plan, to evaluate the existing golf course and to field
check proposed revisions, renovations and additions to ensure viability.
2. Consultation with a committee to develop the master plan. Thiswill be ongoing during the
development of the master plan: Consultation will typically consist of, but not be limited to 1) an initial
meeting with the committee to have an exchange of ideas'regarding the needs of the golf course, 2) a
meeting to submita preliminary plan and`discuss the plan and its components; 3) a meeting to submit
any revised or additional plans for consideration as well as scheduling and,cost estimates and 4) a
meeting to present the final master plan for adoption by.the committee..
3. Informal consultation with committee members; the Director of Golf, the Golf Course Superintendent,
et al.
4. Meeting with the Director of Golf for adoption-of the master plan.
5, The master plan will provide of an analysis ofthe.existing golf course including all aspects of the
infrastructure (greens, tees, bunkers, aesthetics; strategy, trees, cart paths; drainage, grassing, irrigation
supply, etc.). It will include:recommendatlons for revisions, renovations; additions and restoration to
improve the strategy, playability;,maintaineibility, beauty and safety of the golf course. A significant
amount of time will be required.on site yisualizing and verifying proposed revisions while developing
the master plan.
The master plan package will consist of the following:
A. An overall plan of the proposed revisions, renovations and additions. using the one inch equals
one hundred feet scale topographical aerial photo provided by the City of Carmel as abase map.
B. A booklet describing the ane
proposed revisions, renovations a
and descriptions for each golf hole
and construction details describing
estimates will be developed. Tim
provided for requested scenarios.
of the existing golf course; the master plan's approach, the
Iditions and supporting background'information. Drawings
wing the work proposed in the master plan. Specifications
arials and methods required in the master'plan work. Cost
es and schedules of implertientation,.if desired„will be
`rEXHIBIT 2(2
Page 3
12111/08
Response to RFQ
The master plan work contract payments will consist of a retainer at acceptance of the.agreement of
$4,500,00 and contract billing every 30 days:based upon percentage of contract work complete.
The professional design fee for the above referenced golf course architecture services is
$45,000.00.
Construction plans and specifications for bids will be developed under.a separate contract.
Close consultation with Director of Golf and the. Golf Course Superintendent will ensure that all
proposed revisions in the Master Plan will be accomplished with respect to the scope of Brookshire
Golf Club's maintenance scheme and budget.
The Master Flan will be designed' as a long term investment to improve the golf course's playability,
maintainability, strategic challenge and for the pride and enjoyment of the bolting community.
Any proposed revision; renovation or addition to the golf course will be realized with the greatest
respect to the original golf course design by Bill Didde'L The plan will be developed in the spirit of Bill's
golf architecture design.phllosophy: Revisions, renovations and,additions will be made to take
advantage of the existing golf course's attributes`ancl it will, thereby, realize its potential.
Also, please find enclosed further information about my company, Golf Design.Group, Inc.
I genuinely appreciate the opportunity to respond to your RFQ. I know that I,have the background,
interest, experience and passion to effectively work with you and your staff to developth.e.Master Plan.
Sincerely,
Ron Kern, ASGCA
Golf Design Group, Inc.
Carmel, IN
Fa 13 9,
3
EXHIBIT