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2005-042 CClub Golf Course Master Plan - Nicklaus Design, LLC• RESOLUTION 42-2005 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, ACCEPTING THE PROPOSAL OF NICKLAUS DESIGN, LLC, ATTACHED AS EXHIBIT "A", WHICH PROPOSAL IS FOR THE PURPOSE OF THE VILLAGE SECURING DESIGN SERVICES FOR A GOLF COURSE CONCEPTUAL MASTER PLAN AT THE NORTH PALM BEACH COUNTRY CLUB; FUNDS TO BE EXPENDED FROM ACCOUNT L8070-49910 (COUNTRY CLUB RESERVE-CONTINGENCY); AND, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby accept the proposal of Nicklaus Design, LLC, attached as Exhibit "A", which proposal is for the purpose of the Village securing design services for a Golf Course Conceptual Master Plan at the North Palm Beach Country Club; funds to be expended from account L8070-49910 (Country Club Reserve-Contingency). Section 2. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 12th DAY OF MAY, 2005. ~c ~ ~ l 1~'~ ~''~-, ~ ' ~~'~ ~ ~~ , ,(Village: Seal) , ,, ,. ~'~, .~ ~~~, . , ~, Attest: VILLAGE CLERK • NICKLAUS DESIGNS"' • Routing Services Agreement This Agreement is entered into between NICKLAUS DESIGN, LLC, a Florida limited liability company ("Company"), whose address is 11780 U.S. Highway No.l, North Palm Beach, Florida 33408, and Village of North Palm Beach ("Owner"), whose address is 501 US Highway No.l, North Palm Beach, Florida 33408, who hereby agree as set forth below. 1. Introduction. Owner is contemplating the renovation of its existing 18-hole golf course located in North Palm Beach, Florida (the "Golf Course"), and has requested Company to prepare two (2) conceptual routing plan alternatives (the "Routing Plans") for the Owner's review to determine to what extent, if any, Owner will proceed with such renovation work. Owner wishes to retain Company to perform certain services as further specified in this Agreement. The parties acknowledge that this Agreement is being entered into on an interim basis to allow Owner to study the feasibility and to ultimately make a decision on moving forward with the renovation of the Golf course. 2. Design Services. Company agrees to prepare; (i) up to two (2) color illustrative Routing Plans for the Golf Course, (ii) an estimated timeline for completing the design and renovation work for the Golf Course, and (iii) an estimated construction cost budget for renovation of the Golf Course. It is acknowledged that the first of the Routing Plans will concentrate solely on the Golf Course and the second Routing Plan, if requested by Owner, will be a modification of the first Routing Plan, if necessary following an independent study by other consultants hired by Owner to review the current clubhouse, parking, pool and/or tennis facilities (the "Related Facilities"), which routing plan will illustrate any expansion, relocation or other changes in the current layout of such Related Facilities recommended by the other consultants would impact the original routing proposed by Company for the Golf Course. Company will own and retain the copyright to and all other intellectual property rights in the Routing Plans and all other plans or other written or electronically recorded materials prepared by Company and delivered to Owner. Owner shall be authorized to use and to permit its other consultants to use Company's Routing Plans and related materials for the limited purpose of reaching a final determination of the feasibility of retaining the Company to redesign the Golf Course. Owner will not make or permit any other use of any of such materials without Company's prior express written consent. Owner's Responsibilities. So that Company can adequately perform its duties herein: A. Owner will provide to Company full, accurate, and complete information regarding its requirements for the Golf Course, and Owner will use its best efforts to notify Company regarding the requirements and/or recommendations of third party consultants and governmental agencies that may restrict or otherwise impact the design of the Golf Course. B. Owner will be responsible for retaining the services of qualified professional consultants to review the Routing Plans 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 routing process. Owner will supply Company with copies of all construction, engineering, zoning, environmental, and other regulations applicable to the Golf Course. C. Owner will be responsible for coordinating the work of any other consultants hired by Owner to review the Related Facilities, and for providing such input from such other consultants as Owner deems appropriate to assure that the second Routing Plan accurately reflects all proposals • regarding the Additional Facilities which Owner desires to pursue in connection with a redesign of the Golf Course by the Company. • 4. Company's Fee. Owner will pay Company a fee for its services hereunder, payable on a non-refundable basis as follows: A. Plan Production Services: (i) First Routing Plan: Time will be billable hourly at the rate of $150.00/hour and Company's time will not exceed fifteen (15) hours, or two thousand two hundred fifty dollars ($2,250) for Plan Production Services relative to preparing the first Routing Plan. (ii) Second Routing Plan: Time will be billable hourly at the rate of $ 150.00/hour and Company's time will not exceed ten (10) hours, or one thousand five hundred dollars ($1,500) for Plan Production Services relative to preparing the Second Routing Plan if requested by Owner. B. Site visits by Nicklaus Design staff: During the course of developing the Routing Plans, a design associate will be assigned to the project. The Design Associate will visit the site as he deems necessary to verify site conditions and will attend any necessary meetings with Owner's representatives and/or consultants. The Design Associate's time will be billed at $500.00/per day and it is estimated that 3-4 site visits and/or attendance at meetings will be required to complete the Routing Plans. 5. Expenses. Owner will pay Company for all reasonable out of pocket expenses incurred by Company and its personnel for any express delivery charges and or plan document duplication, promptly upon Company's submission of periodic statements to Owner. 6. Termination. The term of this Agreement will commence as of the effective date hereof and will continue until terminated by either party by giving thirty (30) days' written notice of terminatic~:~ to the other party. Upon termination of this Agreement for any reason Company will have no further obligation to perform any services under this Agreement or to deliver any further Routing Plans or other written materials to Owner, and Owner will cease using and will have no further right to use, in any manner whatsoever, any of the Routing Plans or any other written or electronically recorded materials prepared and delivered to Owner by Company under this Agreement. Upon termination of this Agreement, the following rights and obligations of the parties under this Agreement will survive such termination: (i) Company's ownership rights relative to the copyright and all other intellectual property rights in and to the Routing Plans and all other plans or other written or electronically recorded materials prepared by Company and delivered to Owner; (ii) all obligations and liabilities of the parties hereunder already accrued at the time of such termination, including Owner's payment obligations with respect to accounts receivable or work in process arising out of services provided by Company before notice of such termination is given. 7. Notices and Payments. Notices between the parties will be in writing and will be deemed to have been properly given if delivered by express courier service to the address of the receiving party as set forth on the first page of this Agreement, or if sent by facsimile to the number set forth on the execution page hereof. Notices will be effective on the date of receipt if sent by courier, and facsimile notices will be effective on the next business day following the date of confirmation of error-free • transmission. 2 • 8. Miscellaneous. This Agreement will be construed in accordance with and governed by the laws of the State of Florida, U.S.A. This written Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, is the final expression of the agreement between the parties, and may be amended only in writing as agreed by both parties. This Agreement was executed by the parties as of May /~ , 2005. COMPANY: OWNER: VILLAGE NORTH PALM BE H By: ' Its: ' ~ Facsimile No. (1) 561) 227-0302 • Its: ~/' ~' `"'-y 0~ ~ Facsimile No. .~(o/-~/- 7~~ j ATTEST: ~~~ ~~~~G~%~ ~,~~X~ V911age Clerk 3