Palmer Course Design/SilverRock 03PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement"), dated August 1,
2003, is made and entered into by and among the LA QUINTA REDEVELOPMENT AGENCY
("Agency" or "Owner"), and PALMER COURSE DESIGN COMPANY ("Contractor" or
"PCDC"). The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of the
Agreement, the Contractor shall provide those services related to golf course architectural services of
new 18 hole golf course, as specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference (the "services" or "work"). Contractor warrants that all
services will be performed in a competent, professional and satisfactory manner in accordance with
the standards prevalent in the industry for such services. Services will be provided to the Agency.
1.2 Contractor's Proposal. The Scope of Services shall include the Contractor's
proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the terms
of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La
Quinta, the Agency, and any and all Federal, State or local governmental agency of competent
jurisdiction. Agency shall advise Contractor of any such ordinances, resolutions, statutes, rules,
regulations and laws that may be unique to the city of La Quinta.
1.4 Licenses, Permits, Fees, and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits and approvals as may be required by law for the performance
of the services required by this Agreement. Contractor shall have the sole obligation to pay for any
fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and
arise from or are necessary for the performance of the services required by this Agreement. Agency
shall assist Contractor in securing any such permits required by this Agreement.
1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that
(a) it has thoroughly investigated and considered the work to be performed, (b) it has carefully
considered how the work should be performed, and (c) it fully understands the facilities, difficulties
and restrictions attending performance of the work under this Agreement. Should the Contractor
discover any latent or unknown conditions materially differing from those inherent in the work or as
represented by the Agency, it shall immediately inform Agency of such fact and shall not proceed
except at Contractor's risk until written instructions are received from the Contract Officer (as
defined in Section 4.2 hereof).
1.6 Additional Services. In accordance with the terms and conditions of this
Agreement, the Contractor shall perform services in addition to those specified in the Scope of
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Services, (Exhibit "A") when directed in writing to do so by the Contract Officer, provided that
Contractor shall not be required to perform any additional services without compensation.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to the Agreement, the
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto
as Exhibit `B" and incorporated herein by this reference. The Contractor shall be compensated in an
amount not exceeding One -Million Dollars ($1,000,000.00) (the "Contract Sum"). In addition to the
Contract Sum set forth above, the Agency agrees to reimburse PCDC, up to the cap set forth below,
for all necessary travel (including business class air or its equivalent if travel is by private plane),
lodging, meals, and incidental expenses (collectively, "Expenses") incurred by PCDC and sub-
contractors (landscape architect and agronomist) in connection with the performance of it services
hereunder promptly upon submission by PCDC of an itemized invoice therefore. The Agency
acknowledges that at least two PCDC personnel (or three if Palmer is traveling) may be required for
any trip. Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, transportation expenses, telephone expense, and similar costs and expenses when
and if specified in the Schedule of Compensation (Exhibit `B"). Total expenses not to exceed
$50,000.00. It is anticipated that PCDC personnel will have to attend 6 meetings with Agency
Board. If more meetings are required, or Agency requests additional travel other than what is
currently contemplated, Agency and PCDC will discuss such additional services in good faith and
Agency recognizes that PCDC will request that any additional travel expenditures be paid by
Agency.
2.2 Method of Payment. The timing of payments shall be upon completion of
Phases as set forth in the Schedule of Compensation. The initial payment of $150,000 shall be made
by August 1, 2003, upon execution of the Agreement. For subsequent payments, Contractor shall
submit to the Agency, in the form approved by the Contract Officer, an invoice for services rendered
at the completion of the phases of work as specified in the Schedule of Compensation. Such invoice
shall (1) describe in detail the services provided, including the phase completed, and (2) indicate the
total expenditures to date. Such invoice shall contain a certification by a principal member of
Contractor specifying that the payment requested is for work performed in accordance with the terms
of this Agreement. The Agency will pay Contractor for all expenses stated thereon which are
approved by the Agency pursuant to this Agreement within 30 days.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed diligently and within the time periods provided for performance within the Scope
of Services (Exhibit "A") of this Agreement.
3.3 Force Majeure. All time periods specified for performance of the services
rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of the Contractor, including, but not
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restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine
restrictions, riots, strikes, freight embargos, acts of any governmental agency other than City, and
unusually severe weather, if the Contractor shall within ten (10) days of the commencement of such
delay notify the Contracting Officer in writing of the causes of the delay. The Contracting Officer
shall ascertain the facts and the extent of delay and extend the time for performing their services for
the period of the forced delay when and if in his judgment such delay is justified, and the Contracting
Officer's determination shall be final and conclusive upon the parties to this Agreement.
3.4 Term. Unless earlier terminated in accordance with Sections 7.7 and 7.8 of this
Agreement, this Agreement shall continue in full force and effect for two (2) years, from the date of
the execution of this Agreement.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection therewith:
1. Erik T. Larsen
2. Cory Williams, Project Coordinator
3. Arnold D. Palmer (solely as specified in Scope of Service and all
contract will be with Erik Larsen or Cory Williams)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were considered by Agency in entering into this Agreement. Therefore, the
foregoing principals shall be responsible during the term of the Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the services
hereunder. The foregoing principals may not be changed by Contractor without the express
written approval of Agency, such approval not to be unreasonably withheld.
4.2 Contract Officer. The Contract Officer shall be the Assistant Executive Director
or such other person as may be designated by the Executive Director of the Agency. The Contract
Officer has been authorized to act on behalf of the Agency for the purposes of this Agreement. It
shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the
progress of the performance of the services and the Contractor shall refer any decisions which must
be made by Agency to the Contract Officer. Unless otherwise specified herein, any approval of
Agency required hereunder shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a substantial
inducement for the Agency to enter into this Agreement. Therefore, Contractor shall not contract
with any other entity to perform in whole or in part the services required hereunder without the
express written approval of the Agency. In addition, neither this Agreement nor any interest herein
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may be assigned or transferred, voluntarily or by operation of law, without the prior written approval
of Agency.
4.4 Independent Contractor. Neither the Agency nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth. Contractor shall perform all
services required herein as an independent contractor with only such obligations as are consistent
with that role. Contractor shall not at any time or in any manner represent that it or any of its agents
or employees are agents or employees of Agency.
4.5 Agency Cooperation. The Agency shall provide Contractor with any plans,
publications, reports, statistics, records or other data or information pertinent to services to be
performed hereunder which are reasonably available to the Agency.
5.0 INSURANCE INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its cost, and submit
concurrently with its execution of the Agreement, public liability and property damage insurance
against all claims for injuries against persons or damages to property resulting from Contractor's acts
or omissions rising out of or related to Contractor's performance under this Agreement. The
insurance policy shall be primary for losses arising out of Contractor's performance hereunder and
neither the City nor its insurers shall be required to contribute to any such loss. A certificate
evidencing the foregoing and naming the Agency and its officers and employees as additional
insured shall be delivered to and approved by the Agency prior to commencement of the services
hereunder. The amount of insurance required hereunder shall be determined by the Contract Sum in
accordance with the following table:
Contract Sum Coverage (personal injury/property damage)
Less than $50,000 $100,000 per individual; $300,000 per occurrence
$50,0004300,000 $250,000 per individual; $500,000 per occurrence
Over $300,000 $500,000 per individual; $1,000,000 per occurrence
The Contractor shall also carry automobile liability insurance of $1,000,000 per accident
against all claims for injuries against persons or damages to property arising out of the use of any
automobile by the Contractor, its officers, any directly or indirectly employed by the Contractor, any
subcontractor, and agents or anyone for whose acts any of them may be liable, arising directly or
indirectly out of or related to Contractor's performance under this Agreement. The term
"automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for
travel on public roads. The automobile insurance policy shall be primary for losses arising out of
Contractor's performance hereunder and neither the Agency nor its insurers shall be required to
contribute to such loss. A certificate evidencing the foregoing and naming the Agency and its
officers and employees as additional insured shall be delivered to and approved by the Agency prior
to commencement of the services hereunder.
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Contractor shall also carry Workers Compensation Insurance in accordance with State
Workers Compensation laws.
The Contractor shall procure professional errors and omissions liability insurance in the
amount of FIVE MILLION DOLLARS ($5,000,000.00).
All insurance required by the Section shall be kept in effect during the term of this
Agreement and shall not be cancelable without thirty (30) days written notice of proposed
cancellation to Agency. The procuring of such insurance or the delivery of policies or certificates
evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify the
Agency, its officers, employees, contractors, subcontractors or agents.
5.2 Indemnification. The Contractor shall defend, indemnify and hold harmless the
Agency, the City, their officers, officials, employees, representatives and agents ("Agency
Indemnitees") from and against any and all actions, suits, proceedings, claims, demands, losses,
costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person(s)
and/or for damage to property (including property owned by the Agency) to the extent caused solely
by the negligence or willful misconduct of Contractor, its officers, anyone employed by Contractor,
any subcontractor of Contractor, Contractor's agents or anyone for whose acts Contractor may be
liable.
In the event the Agency Indemnitees are made a party to any action, lawsuit, or other
adversarial proceeding in any way involving claims for which they are indemnified pursuant to the
preceding paragraph, then Contractor shall provide a defense to the Agency Indemnitees, or at the
Agency's option, reimburse the Agency Indemnitees their reasonable costs of defense, including
reasonable attorney's fees, incurred in defense of such claim. In addition, Contractor shall be
obligated to promptly pay any final judgment or portion thereof rendered against the Agency
Indemnitees arising out of claims for which they are indemnified pursuant to the preceding
paragraph.
The Agency shall defend, indemnify and hold harmless the PCDC, its officers, principal,
employees, representatives and agents ("PCDC Indemnitees") from and against any and all actions,
suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys'
fees, for injury to or death of person(s) and/or for damage to property to the extent caused solely by
the negligence or willful misconduct of the Agency, its officers, anyone employed by the Agency, the
Agency's agents or anyone for whose acts Agency may be liable.
In the event the PCDC Indemnitees are made a party to any action, lawsuit, or other
adversarial proceeding in any way involving claims for which they are indemnified pursuant to the
preceding paragraph, then Agency shall provide a defense to the PCDC Indemnitees, or at the
PCDC's option, reimburse the PCDC Indemnitees their reasonable costs of defense, including
reasonable attorney's fees, incurred in defense of such claim. In addition, the Agency shall be
obligated to promptly pay any final judgment or portion thereof rendered against the PCDC
Indemnitees arising out claims for which they are indemnified pursuant to the preceding paragraph.
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5.3 Remedies. In addition to any other remedies the Agency may have if Contractor
fails to provide or maintain any insurance policies or policy endorsements to the extent and within
the time herein required, the Agency, at its sole option:
1. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this
Agreement.
2. Order the Contractor to stop work under this Agreement and/or
withhold any payments(s) which become due to Contractor hereunder
until Contractor demonstrates compliance with the requirements
hereof.
3. Terminate the Agreement.
Exercise of any of the above remedies, however, is an alternative to any other remedies the Agency
may have and are not the exclusive remedies for Contractor's failure to maintain or secure
appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any
way the extent to which Contractor may be held responsible for payments of damages to person or
property resulting from Contractor's or its subcontractors' performance of work under this
Agreement.
6.0 RECORDS AND REPORTS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require.
6.2 Records. Contractor shall keep such books and records as shall be necessary to
perform the services required by this Agreement and enable the Contract Officer to evaluate the cost
and the performance of such services. Books and records pertaining to costs shall be kept and
prepared in accordance with generally accepted accounting principles. The Contract Officer shall
have full and free access to such books and records at all reasonable times, including the right to
inspect, copy, audit and make records and transcripts from such records.
6.3 Ownership of Documents. Provided that the Agency is in compliance with the
terms of this Agreement and PCDC has been paid the fees set forth in this Agreement through the
Phase II stage, originals of all plans, drawings, specifications, reports, records, documents, and other
materials, whether in hard copy or electronic form, which are prepared by Contractor, its employees,
subcontractors and agents in the performance of this Agreement, shall be the property of Agency
both during and after the term of this Contract. All such materials shall be delivered to Agency upon
the termination of this Agreement or upon the earlier request of the Contract Officer, and Contractor
shall have not claim for further employment or additional compensation as a result of the exercise by
Agency of its full rights of ownership of the documents and materials hereunder if PCDC has
received the fee due under this Agreement through the Phase II stage. Contractor may retain copies
of such documents for its files. Contractor shall ensure all subcontractors to assign Agency any
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documents or materials prepared by them, and in the event Contractor fails to secure such
assignment.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer or
as required by law. Contractor shall not disclose to any other private entity or person any
information regarding the activities of the City or Agency, except as required by law or as authorized
by the Agency.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured
party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The
injured party shall continue performing its obligation hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and completes the cure
of such default within forty-five (45) days after service of the notice, or such longer period as may be
permitted by the Contract Officer; provided that if the default is an immediate danger to the health,
safety and general welfare, the Agency may take such immediate action as the Agency deems
warranted. Compliance with the provisions of this Section shall be a condition precedent to
termination of the Agreement for cause and to any legal action, and such compliance shall not be a
waiver of any party's right to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit Agency's right to terminate this Agreement without cause pursuant to
Section 7.8.
7.3 Retention of Funds. (a) Agency may withhold from any monies payable to
Contractor sufficient funds to compensate Agency for any losses, costs, liabilities or damages it
reasonably believes were suffered by Agency due to the default of Contractor in the performance of
the services required by the Agreement.
(b) PCDC may withhold any reports or other materials if it reasonably believes it has any
losses, costs, liabilities or damages that were suffered by PCDC due to the default of Agency in the
performance of its obligations required by this Agreement
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Agency's consent or approval of any act by Contractor requiring Agency's consent or approval shall
not be deemed to waive or render unnecessary Agency's consent to or approval of any subsequent act
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of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver
of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties
are cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
7.6 Mediation; Legal Actions. Except as provided herein, no civil action with
respect to any dispute, claim or controversy arising out of or relating to this Agreement may be
commenced until the matter has been submitted to JAMS, or its successor, for mediation. The
mediation of JAMS shall be conducted at the JAMS location located closest to the City of La Quinta
unless otherwise agreed by the parties. Either party may commence mediation by providing to
JAMS and the other party a written request for mediation, setting forth the subject of the dispute and
the relief requested. The parties will cooperate with JAMS and with one another in selecting a
mediator from JAMS' panel of neutrals, and in scheduling the mediation proceedings. The parties
covenant that they will participate in the mediation in good faith, and that they will share equally in
its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of
the mediation by any of the parties, their agents, employees, experts and attorneys, and by the
mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose,
including impeachment, in any litigation or other proceeding involving the parties, provided that
evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non -
discoverable as a result of its use in the mediation. Either party may seek equitable relief prior to the
mediation to preserve the status quo pending the completion of that process. Except for such an
action to obtain equitable relief, neither party may commence a civil action with respect to the
matters submitted to mediation until after the completion of the initial mediation session, or 45 days
after the date of filing the written request for mediation, whichever occurs first. Mediation may
continue after the commencement of a civil action, if the parties so desire. The provisions of this
clause may be enforced by any Court of competent jurisdiction, and the party seeking enforcement
shall be entitled to an award of all costs, fees and expenses, including attorney's fees, to be paid by
the party against whom enforcement is ordered. After satisfying this mediation requirement, in
addition to any other rights or remedies, either party may take legal action, at law or at equity, to
cure, correct or remedy any default, to recover damages for any default, to compel specific
performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent
with the purposes of this Agreement.
7.7 Termination Prior to Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section 7.8 for
termination for cause. The Agency reserves the right to terminate this Agreement at any time, with
or without cause, upon thirty (30) days' written notice to Contractor. However, if the Agency
terminates this Agreement and subsequently plans to proceed with the construction of the PCDC
designed Golf Course, the Agency agrees to provide PCDC with the first opportunity to resume the
and complete the work set forth in Scope of Services. Upon receipt of any notice of termination,
Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Contractor shall be entitled to compensation for all services
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rendered prior to receipt of the notice of termination and for any services authorized by the Contract
Officer thereafter in accordance with the Schedule of Compensation (Exhibit "B") or such as may be
approved by the Contract Officer, except as provided in Section 7.3. This Agreement may be
terminated by Contractor upon written notice to the Agency should the Agency fail to perform in
accordance with this Agreement after having been given written notice of such failure and forty-five
(45) days in which to cure such failure.
7.8 Termination for Default of Contractor. If termination is due to the failure of
the Contractor to fulfill its obligation under this Agreement, City may, after compliance with the
provision of Section 7.2, take over the work and prosecute the same to completion by contract or
otherwise.
7.9 Limitation on Liability. With the exception of the obligations to provide
insurance and indemnification set forth in Sections 5.1 and 5.2 above, the parties agree to the
following limitations upon any award for monetary damages as to each other: (1) In no event shall
Contractor be entitled to any monetary judgment against the Agency in excess of unpaid portion of
the Contract Sum; (2) In no event shall the Agency be entitled to any monetary judgment against
Contractor in excess of the portion of the Contract Sum paid to date by the Agency to the Contractor.
This section shall not create any entitlement to a damage award. Instead, it shall place a cap on any
such award that either of the parties would otherwise be entitled to received.
7.10 Assignment. The rights of the Agency to the services of PCDC as described
hereunder (including but not limited to the right to use Arnold Palmer Identification) cannot be
transferred or assigned to another without the prior written consent of PCDC, which consent shall
not be unreasonably withheld. PCDC acknowledges that the Agency may wish to transfer the Golf
Course and the associates rights under this Agreement to the City of La Quinta. PCDC hereby
consents to such transfer hereby grants its consent to such a transfer provided that the City complies
with the terms and conditions of the Agreement.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability of City Officers and Employees. No officer or employee of the
Agency shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the Agency of for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of the Agreement.
8.2 Conflict of Interest. No officer or employee of the Agency shall have any
personal interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his personal interest or the interest
of any corporation, partnership or association in which he is, directly or indirectly, interested, in
violation of any State statute or regulation. The Contractor warrants that it has not paid or given and
will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race, color,
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creed, religion, sex, marital status, national origin, disability or ancestry in the performance of the
Agreement. Contractor shall take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status, national origin, physical disability, mental disability, medical condition, age or
ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, communication either
party desires or is required to give to the other parties or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail to the address set forth below. Either
party may change its address by notifying the other party of the change of address in writing. Notice
shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided
in this Section 9.1.
To Agency: LA QUINTA REDEVELOPMENT AGENCY
78-495 Calle Tampico
La Quinta, California 92253
Attention: Mark Weiss
Assistant Executive Director
To Contractor: PALMER COURSE DESIGN COMPANY
572 Ponte Vedra Blvd.
Ponte Vedra Beach, Florida 32082
Attention: Erik Larsen
Vice President, Managing Director, Senior Golf
Course Architect
9.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and all previous understandings, negotiations and agreements are integrated into and
superseded by this Agreement.
9.3 No Partnership or Joint Venture. The Agreement does not constitute and shall
not be construed as constituting a partnership or joint venture between the Agency and PCDC or
Palmer. Neither party shall have ay right to obligate or bind the other in any manner whatsoever,
and, except as expressly provided herein, nothing herein contained shall give, or is intended to give,
any rights of any kind to any third person.
9.4 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing signed by all parties. This writing constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof and may not be
changed or modified except by a writing signed by the party or parties to be charged thereby.
9.5 Severability. In the event that any or more of the phrases, sentences, clauses,
paragraphs, or sections contained in the Agreement shall be declared invalid or unenforceable by a
valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceable shall
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not effect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the parties
hereunder.
9.6 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by
so executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
9.7 Construction. This Agreement is the result of negotiations between the parties
and has been jointly drafted by both parties. It shall be so construed in its interpretation and
application.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated
below.
Dated: -7 - ?� 9 - U
ATTEST:
June . eek, Agency Secretary
APPROVED'A TO FORM:
M. Kathe ne JensonAgency Counsel
Dated:
LA QUINTA REDEVELOPMENT AGENCY
By:
Thomas P. Genovese
EXECUTIVE DIRECTOR
AGENCY
By: Palme urse Design Com y
Name:
Arnold D. Palmer
CONTRACTOR
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EXHIBIT A
SCOPE OF SERVICES
1. ENGAGEMENT OF PCDC
The Agency hereby engages PCDC, and PCDC agrees, to provide golf course architectural and
design services in connection with Golf Course as hereinafter set forth. PCDC will provide the
services of technically proficient and experienced personnel qualified as golf course architects who
work with Arnold Palmer ("Palmer"). PCDC has heretofore introduced to the Agency its
representatives who, along with Palmer and other PCDC representatives, will perform such golf
course architectural services. The Agency hereby represents that the Agency is the sole beneficial
owner of and has good, valid, marketable, and insurable title to the property on which Golf Course
will be built.
2. ARCHITECTURAL AND DESIGN SERVICES
Prior to commencement of Phase I, the Agency shall provide PCDC with the following as they
become available:
(a) access to the property on which Golf Course is to be constructed;
(b) such topographical maps and plats (on computer disk and in reproducible mylar form
as specified on Exhibit 1 attached hereto) in an appropriate scale as may be necessary
in PCDC's sole discretion to accomplish the design work in connection with Golf
Course;
(c) complete historical, archaeological, and environmental survey of sensitive areas
along with all utilities, existing roads, et cetera, showing design constraints;
(d) the legal description of the property on which Golf Course is to be constructed;
(e) Golf Course and related amenities construction budget; and
(f) if completed, marketing studies indicating suggested development/amenity concepts
that relate to Golf Course.
Upon receipt of the necessary information, and subject to the Agency performing its obligations
hereunder, PCDC agrees to perform Golf Course architectural services in three phases: Phase I —
Golf Course Routing Plan, Phase II - Construction documents, and Phase III - Inspection of Golf
Course construction. The services are set forth as follows:
PHASE I —Master Planning
PCDC shall visit and analyze the proposed Golf Course property. PCDC shall consult with the
Agency and the Agency's representatives (i.e. engineers, planners, clubhouse architects, and
surveyors), in the preparation of a golf course routing plan (the "Routing Plan"). The Contract
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Officer may provide PCDC with the name and address of a representative of a tournament consultant
(the "Tournament Consultant"). If the Contract Officer provides PCDC with such a name and
address, PCDC will also consult with the Tournament Representative for purposes of obtaining input
regarding the possible tournament use of the Golf Course. Golf Course Routing Plan will include
site location for clubhouse, practice facilities, location of golf holes, and related amenities as may be
reasonably requested by the Agency.
During Phase I, the Agency shall provide PCDC:
(a) specific source, quality and quantity of water for Golf Course irrigation purposes;
(PCDC will provide water testing).
(b) schematic site plans for clubhouse and maintenance.
PCDC shall prepare and provide to the Contract Officer the Preliminary Routing Plan. PCDC shall
provide a copy of the Preliminary Routing Plan to the Tournament Consultant. PCDC shall obtain
and consider the comments and recommendations of the Tournament Consultant and make
recommendations to the Contract Officer regarding thereto.
PCDC will coordinate with Agency staff in coordinating a presentation relating to the Preliminary
Routing Plan to the Agency Board, during which presentation it will receive input from the Agency
Board and interested member of the public.
Upon the Agency's written acceptance of the Preliminary Routing Plan, PCDC will prepare the final
routing plan (the "Final Routing Plan") and provide a colored rendering of said Final Routing Plan to
the Agency.
PCDC agrees that provided that the Agency has supplied the information required and provided its
written acceptance of the Preliminary Routing Plan by September 1, 2003, Phase I will commence on
or before August 1, 2003, and will be completed on or before September 30, 2003.
Prior to the commencement of Phase II, the Agency shall provide PCDC:
(a) written approval of the Final Routing Plan (Phase I);
(b) when completed, environmental impact surveys, permits, or other documentation
from local, state, and federal authorities;
(c) a survey of Golf Course center lines, Golf Course corridors, proposed road right-of-
ways and restricted easements as specified by PCDC;
(d) if requested, test drilling for the development of subterranean data and soil analysis
with respect to Golf Course; and
(e) any special governmental or environmental requirements for the irrigation system and
for sewage and waste disposal and utilities which may affect the irrigation design
must be furnished to PCDC prior to commencement of the irrigation design;
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otherwise the Agency will be responsible for additional design fees as a result of any
additional design services that may be required.
PHASE II — Preparation of Golf Course Construction Documents
Subject to the completion of Phase I, PCDC shall prepare such of the following as are required and
necessary for the construction of Golf Course. The plans to be prepared will be determined after
consultation between PCDC and Owner and may consist of:
(a) construction plans for features for the 18 holes of Golf Course and driving
range/practice facility will include golf course drainage, tees, fairways, roughs,
greens, mounds, swales, bunkers, lakes, ponds, lagoons, and any other feature as may
be mutually decided by PCDC and Owner and excluding all buildings and structures
(sketches and/or field instruction will also be given during construction); and prior to
completion of the construction plans, Owner shall provide grading cut and fill
calculations; Drawings are all at 1 "=100' and suitable for public bidding, with the
exception of greens details at 1 "=3 0' .
(b) specifications, instructions, and construction documents for construction work on the
18 holes of Golf Course;
(c) The Agency is responsible for obtaining the services of consultants or specialists
when such services are required by governmental regulations, or as mutually agreed
upon by PCDC and the Agency. Such consultants or specialists may include, among
others, soil, civil, hydrologist or other engineers, archaeologists, et cetera. The
Agency shall furnish any laboratory tests, inspection or reports needed to obtain any
permits. PCDC shall be responsible for providing the general layout, design and
detailed specifications for an eighteen (18) hole irrigation system, including pump
station. The Agency is responsible for obtaining permits necessary to construct Golf
Course.
(d) schematic grassing and/or seeding plan, as approved by agronomy services included
herein.
(e) landscape architectural services: work includes attending design meetings, plan
review and preparation of working drawings, water feature biddable plans, landscape
irrigation plans at 1 "4 00", bid coordination, assistance in plant procurement and
installation supervision.
For the purposes of this Agreement, grading plans and other provided plans and specifications do not
include:
(a) design of the following related Golf Course facilities: pro shop; clubhouse;
maintenance buildings; rain shelters; course restrooms; storm drainage system, and/or
structures; bridges; dams; location or construction details; retaining walls; and other
structures and facilities requiring plans; or
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(b) any civil engineering or vertical construction plans required for the Golf Course
itself.
In no event is PCDC required to provide civil engineering or vertical construction services or advice
with respect to the Golf Course or its related facilities.
During and prior to completion of Phase II, the Agency shall provide PCDC:
(a) all engineering for mass grading and drainage, and cut and fill calculations, and
(b) all surveying required for Golf Course construction work.
PCDC agrees that provided the Agency provides the required information, Phase II will commence
on or before October 1, 2003, and will be completed on or before December 31, 2003.
PHASE III - Inspection of Golf Course Construction
Subject to the completion of Phase II, PCDC will assist the Agency and its contractors during all
phases of the actual construction of Golf Course. Services to be provided by PCDC are as follows:
(a) assistance in the qualification and selection of the contractor or contractors for the 18
holes of Golf Course;
(b) assistance in the evaluation and administration of all construction contracts for the 18
holes of Golf Course. Owner shall provide PCDC with copies of all agreements;
(c) assistance with construction scheduling and programming for the 18 holes of Golf
Course;
(d) monitoring of all phases of the 18 holes of Golf Course construction work when and
as deemed necessary by PCDC;
(e) landscape architectural feature review (see (e) of Phase II), rain, and comfort stations,
water fountains, and similar amenities; and
(f) agronomic services work including: site analysis, facility and program development,
sod selection and installation inspection (after architect approval of all contour
grading and prior to grassing of each hole), grow -in control, and inspection.
(g) assistance in selection of golf course operators.
The Agency currently anticipates that Phase III will commence on or before January 1, 2004, and
will be completed on or before December 31, 2005. However, the Agency cannot guarantee that the
construction of the Golf Course will occur within that time frame. Should the construction occur in a
time frame other than what is currently anticipated, PCDC's provision of the Phase III services will
be subject to its availability. The parties agree to use their best effort to coordinate the Phase III
work in the event that it occurs after December 31, 2005. In no event shall the Agency be required to
pay for the Phase III services if the services are not provided by PCDC. Agency agrees that
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assuming PCDC is available to provide the Phase III service, no other third party will provide Phase
III services. In the event the Phase III serves are not provided by the PCDC, Owner will not have the
right to represent that the Golf Course was designed by PCDC and by Palmer unless PCDC agrees
otherwise.
3. POST CONSTRUCTION ASSISTANCE
For purposes hereof, the completion of Golf Course is herein defined as the completion of grassing
of Golf Course. For a period commencing upon the completion of Golf Course and continuing until
such time as Golf Course is opened for play, but no later than one year after completion of Golf
Course, PCDC will reasonably assist Owner with post construction inspections during grow -in
period, maintenance inspections and playability inspections by members of PCDC's staff.
Scheduling of said visits shall be mutually agreed upon by PCDC and Owner and travel expenses for
all such post construction visits will be subject to reimbursement by Owner in accordance with
Section 2.1.
4. CONSTRUCTION OF COURSE
If Owner elects to construct the Golf Course utilizing the plans that PCDC has prepared, it shall
construct Golf Course substantially in accordance with the plans, specifications, and instructions
prepared by PCDC. Owner will not change or modify the design and construction plans and
specifications prepared by PCDC without prior approval by PCDC. Owner agrees to provide
competent construction personnel to properly interpret all Golf Course plans, sketches, and field
instructions provided by PCDC. At Owner's request, PCDC can assist Owner, at Owner's cost, in
locating competent personnel if deemed necessary. If any material change is made in the
construction of Golf Course without the approval of PCDC with respect to design concept, in the
reasonable judgment of PCDC, PCDC shall have the right to terminate Owner's right to represent
that Golf Course was designed by PCDC and by Palmer. However, prior to exercising this right,
PCDC must first undertake the right to cure process outlined in Section 7.2 for disputes. Owner and
PCDC shall work in good faith to resolve any such dispute and utilize their best efforts to avoid such
termination.
As each phase of Golf Course construction (as defined in PCDC's specifications) is completed and
within sixty (60) days of the final completion of construction of Golf Course, Owner will, for
PCDC's information purposes only, supply to PCDC an itemization of the construction costs of Golf
Course on forms to be provided to Owner by PCDC.
5. ADDITIONAL SERVICES
Owner understands that the fee for services set forth in the schedule of additional services
("Additional Services") are not included as part of the Design Fees. If any of these or other
Additional Services are requested by Owner, a separate fee for such services will be negotiated and
agreed to in writing by the parties at the time of Owner's request.
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Schedule of Additional Services
(a) Revisions to previously c6thpleted drawings, specifications or other documents
which are the responsibility of PCDC to accomplish changes not initiated by PCDC
(for the purpose of this Agreement the term "revision" means a re-routing caused by
changes to the Final Routing Plan, re -design of grading plans, re -design of irrigation
plans, and additions to any previously completed drawings of PCDC as a result of
Owner's failure to furnish PCDC with all required data as outlined in Section 2
hereunder) or any other design changes that are initiated by Owner that require
revisions to previously completed plans — minor modifications and revisions will be
completed at no extra charge;
(b) providing financial feasibility or other special studies;
(c) preparing documents or drawings for alternate bids requested by Owner and, in
connection therewith, preparing bid analysis, preparing and reviewing architect and
contractor contracts;
(d) providing special analyses of Owner's needs, and/or architectural and drafting
services, such as material required for brochures, renderings, and other publications;
(e) providing any services to Owner after completion of Golf Course, except as expressly
provided herein; and
(f) providing services as a witness in connection with any public hearing, arbitration
proceedings, or court proceedings.
6. APPEARANCES OF PALMER
As part of the services to be performed by PCDC hereunder, PCDC agrees that Palmer will be
personally involved with the design concept of the Golf Course. In addition, Palmer will also be
personally involved with the formal announcement of PCDC's involvement with Golf Course,
develop and evaluate the strategic playability of design, personally assist in the filming of
promotional video and other advertising materials concerning Golf Course, conduct a construction
inspection of Golf Course when and if deemed necessary by PCDC, and play a 9-hole exhibition as
the formal opening of Golf Course. All requests will be answered in a timely manner by PCDC. A
total of two (2) visits by Palmer are covered in this Agreement.
Such dates will be upon mutual agreement between Owner and PCDC. The exact time of such
services shall be scheduled by mutual agreement of the parties and shall take into account Palmer's
tournament, practice, travel, exhibition, and rest schedules. All expenses of Palmer incurred in
connection with such appearances or visits shall be deemed to be expenses of PCDC to be
reimbursed pursuant to Section 2.1 of the Agreement.
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7. USE OF ARNOLD PALMER IDENTIFICATION
The term "Arnold Palmer Identification" shall mean the name "Arnold Palmer" and certain pictures
of Palmer which are pre -approved for use by PCDC from time to time. Owner may use Arnold
Palmer Identification in connection with advertisement and promotion of Golf Course (and not in
connection with merchandise sales or sales of interests in real estate or securities) only in the manner
and only to the extent herein permitted:
(a) except as provided in subparagraphs (e) and (f), no use of Arnold Palmer
Identification may be made by Owner or any of its representatives or agents unless
and until such use has been approved by PCDC;
(b) no use of Arnold Palmer Identification may be made by Owner or any of its
representatives or agents while Owner is in default hereunder or in breach of any
provision hereof;
(c) no picture of Palmer may be used, in, on or in connection with any item for sale or
resale;
(d) all material for approval shall be sent to PCDC marked to the attention of Mr. Ed
Seay. PCDC agrees that any material submitted hereunder will not be unreasonably
disapproved and that PCDC's response will be provided within 10 business days. If
no response is received within that time period, the request will be deemed approved;
(e) Arnold Palmer Identification may be used in connection with advertising and
promoting that Golf Course was designed by PCDC and by Palmer. No pre -approval
shall be required for such use. PCDC acknowledges that Golf Course may be
operated in conjunction with other elements of a project (such as, for example, a real
estate development or a hotel). In its materials relating to the other elements of the
project, Owner shall have the right to reference the Golf Course and utilize the
Arnold Palmer Identification only in reference to the Golf Course itself. Owner
acknowledges that Arnold Palmer Identification may be used only in connection with
the Golf Course itself and may not be used in such a manner as to suggest an
association between PCDC or Palmer and any elements of Owner's project other than
Golf Course itself, or for purposes of retailing or wholesaling merchandise or selling
interests in real estate or securities. Owner shall provide copies of materials prepared
and distributed pursuant to this paragraph to PCDC. If Owner is using The Arnold
Palmer Identification incorrectly PCDC will notify Owner within 10 business days
and Owner agrees to correct such usage and will destroy and remove materials with
the incorrect usage;
(f) subject to the foregoing and without the need for any further approval, PCDC agrees
that Owner shall have the right to include in all advertising and promotional
publications in connection with Golf Course (such as advertisements, brochures,
scorecards, leaflets, mail -out information) the legend "[NAME OF GOLF COURSE,
an Arnold Palmer Signature Course] was designed and created by Palmer Course
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Design Company" and Owner shall have the right to use the Arnold Palmer Umbrella
Logo associated with PCDC as set forth in Exhibit 2 ("Logo"), in association with
this legend. Owner shall provide copies of materials prepared and distributed
pursuant to this paragraph to PCDC. If Owner is using such legend and logo
incorrectly, PCDC will notify Owner within 10 business days and Owner agrees to
correct such usage and will destroy and remove all materials with the incorrect usage.
(g) Owner may continue to use Arnold Palmer Identification in the manner provided
herein after the termination of this Agreement if the Golf Course is completed in
accordance with Section 4 of the Scope of Services, and maintained in a satisfactory
manner to PCDC as of such date of use. If Golf Course is not constructed
substantially in accordance with the plans prepared by PCDC as outlined in Section 4
of the Scope of Services, or if any substantial change is subsequently made in Golf
Course without the approval of PCDC, or if Owner has not maintained Golf Course
to a standard for other PCDC public course designs, the Owner shall forfeit its rights
to (i) advertise and promote that Golf Course was designed by PCDC or Palmer, or
(ii) make any use whatsoever of the Arnold Palmer Identification. However, prior to
seeking such forfeiture, PCDC will provide Owner with notice of the unsatisfactory
condition of the golf course and the steps that Owner must undertake to cure such
conditions. If Owner is unable to cure such unsatisfactory conditions within 6
months, Owner shall forfeit the rights set forth above. Furthermore, it is agreed that
the parties will follow the process outlined in Section 7.2 for disputes. Owner and
PCDC shall work in good faith to resolve any such dispute and utilize their best
efforts to avoid such forfeiture.
The parties hereto recognize that a breach of any of the covenants and agreements contained in this
Agreement relating to the right to use, and the limitations on the use of, the Arnold Palmer
Identification will cause irreparable harm to the injured party and that monetary damages alone will
not be sufficient to cure any resultant harm to the injured party. Therefore, the parties hereto agree
that in the event of any actual or threatened breach by Owner or PCDC, of any of the covenants and
agreements contained herein relative to the licensing or use of the Arnold Palmer Identification, the
injured party shall be entitled, in addition to such other rights and remedies which may be available
to such party or parties at law or in equity, to injunctive relief against any such actual or threatened
breach without being required to show actual damages or post any bond or other security.
PCDC may use Owner's name, the name of Golf Course, the name of the project and the fact that the
Golf Course is a Palmer- or PCDC- designed golf course, as well as photographs and videotapes of
the Golf Course and related facilities, in any brochures or other marketing materials used by PCDC
in its business.
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Palmer Course Design Company
POST OFFICE BOX 1839 572 PONTE VEDRA BOULEVARD
PONTE VEDRA BEACH. FLORIDA 32004 PONTE VEDRA BEACH. FLORIDA 32052
ARNOLD D. PALMER, President
ED SEAY, Executive Vice President
Chief Operating Officer
HARRISON MINCHEW, Vice President
ERIK LARSEN, Vice President
VICTORIA MARTZ. Vice President
KEVIN BENEDICT, Vice President
La Quinta Redevelopment Agency
P. 0. Box 1504
La Quinta, CA 92253
Re: Request for Proposals — The Ranch
Ladies and Gentlemen:
TELEPHONE 904-285-39W
TELEFAX 904-285-2119
April 10, 2003
Thank you for the opportunity to provide the La Quinta Redevelopment Agency with information on our
services and an indication of our interest in being considered as the Golf Course Architect.
Palmer Course Design Company is a complete worldwide golf course architectural organization. Our
company is built on the foundation of traditional excellence that Arnold Palmer has demonstrated
throughout his life and career.
Our contact person for the remainder of the selection process will be:
Erik Larsen
Vice President/Managing Director
Palmer Course Design Company
572 Ponte Vedra Boulevard
Ponte Vedra Beach, FL 32082
Phone: 904-285-3960 Fax: 904-285-2119
Email: erik@palmerdesign.com
Palmer Course Design Company is familiar with and completely comfortable with the goals and
services requested. The La Quinta Redevelopment Agency's desired goals and services are almost
identical to our company's design philosophy. The staff of the Palmer Course Design Company will
provide all golf course architectural services.
Please find enclosed in this Work Proposal, our Statement of Qualifications, Project Understanding
and Approach, Scope of Services, and Schedule Requirements, as well as a separate Cost
Proposal. _
We look forward to working again in La Quinta and thank the La Quinta Redevelopment Agency for
this opportunity.
Sin ly,
Q4LL---
Erik T. Larsen
httpJ/www.palmerdesign.com • small: palmorcourseOpalmerdesign.com
P.O. Box 52 • Youngstown, Pennsylvania 16696 • 724/537-7751
9000 Bay Hill Boulevard • Orlando. Florida 32819 • 407/876-3944
Asaku ft" of
1360 East 9th Street, Suite 100 • Cleveland, Ohio 44114 • 216/622-1200 Gag Cav=
Statement of Qualifications
Palmer Course Design Company has five members of the American Society of Golf
Course Architects on staff as well as two additional qualified and experienced Golf
Course Architects. Upon selection as the Golf Course Architect for The Ranch, Palmer
Course Design Company will select the staff architect best suited for the project and
assign a Project Coordinator.
Golf Course Architects
Ed. Ssay — Executive Vice President, Chief Operating Officer, and Director of
Design. Mr. Seay graduated from the University of Florida, is a commissioned
officer of the United States Marine Corps, and is a registered Landscape
Architect. He is a past president of the American Society of Golf Course
Architects, a member of the American Society of Landscape Architects, and sits
on the Recreational Development Council of the Urban Land Institute as well as
the Board of Advisors for .the World Golf Hall of Fame. Ed has participated in
the design, construction, and promotion of more than 350 golf courses worldwide
with more than 200 designed with Arnold Palmer.
Harrison Minchew - Vice President, Director of Design Services, and Senior
Golf Course Architect. Mr. Minchew received his degree in Landscape
Architecture from the University of Georgia. He is a regular member of the
American Society of Golf Course Architects, the American Society of Landscape
architects, and the Urban Land Institute. Since joining Palmer Course Design
Company in 1982, Harrison has been involved in the design of more than 100
completed golf courses worldwide. As Vice President and Director of Design
Services, Harrison is completely involved in all phases of the design of every
project from conception through completion.
Erik Larsen - Vice President, Managing Director, and Senior Golf Course
Architect. Mr. Larsen received his degree in Landscape/Horticulture from North
Carolina State University. He is a regular member of the American Society of
Golf Course Architects, the American Society of Landscape Architects, a full .
member of he Urban Land Institute, and a registered landscape architect. Since
joining Palmer Course Design Company in 1983, Erik has been involved in the
design of more than 100 completed golf courses worldwide. As Vice President
and Managing Director, Erik oversees the company's present operations and
helps guide its future direction. As Senior Golf Course Architect he is completely
involved in all aspects of each project from contract negotiation to construction
completion.
Palmer Course Design Company -
Victoria Martz - Vice President, Golf Course Architect, and Director of
Environmental Design. Mrs. Martz majored in Landscape Architecture at the
University of Kentucky and is an associate member of the American Society of
Golf Course Architects. She is also a member of the Urban Land Institute,
American Society of Landscape Architects, Florida Native Plant Society, and the
Executive Women's Golf Association. Since joining Palmer Course Design
Company in 1985, Mrs. Martz has been involved in the design of more than 40
completed golf courses worldwide. As Vice President and Golf Course Architect,
she is completely involved in all aspects of project design and coordination. This
involvement begins with project conception and continues through completion of
construction. As Director of Environmental Design, Mrs. Martz coordinates and
assists the owner's consultant in preparing a comprehensive environmental site
assessment. This. includes wetland management, permitting, native grass and
plant selection and evaluation of wildlife habitat.
Kevin Benedict - Vice President, Golf Course Architect, and Director of
Marketing. Mr. Benedict received his bachelor's degree in Graphic Design from
Wichita State University and is an Associate Member of the American Society of
Golf Course Architects. Since joining Palmer Course Design Company in 1986,
Kevin has been involved in the design of more than 40 completed courses
worldwide. As Vice President and Golf Course Architect, his responsibilities
include all aspects of design from project conception, construction drawings and
documents, as well as supervision of construction through completion of the
project.
Greg Stang - Golf Course Architect. Mr. Stang received his degree in
Engineering from the University of Florida. With his engineering background, he
is extensively involved with residential and commercial land planning, drainage
design, and environmental permitting. Since joining Palmer Course Design
Company in 1989, Greg has been involved in the design of more than 30
completed courses worldwide. As golf course architect, he is responsible for all
aspects of design from project conception through completion of the project.
Ray Wiltse — Golf Course Architect. Mr. Wiltse obtained his certification in
Electrical Engineering from Columbus Technical Institute. He also attended
Delta College and received certificates in Horticultural. Maintenance and
Landscape Design. Ray was employed for twenty years as a planning manager
and worked with other design firms as a planner and designer of destination
resorts. Since joining Palmer Course Design Company in 1990, Ray has been
involved in the design of more than 30 completed courses worldwide. He also
works extensively with remodeling of existing courses. As a golf course architect,
he is responsible for all aspects of project design and coordination.
Palmer Course Design Company -
Project Coordinators
Kory Williams — Golf Course Architect and Project Coordinator. Mr. Williams
received his degree in Business Administration from the University of Alabama.
With a background in business management and civil engineering Mr. Williams
brings extensive world wide architectural experience, as well as sound project
management skills. Since joining Palmer Course Design Company in 1988, Kory
has been involved in the design of more than 25 completed courses worldwide.
As a project architect and project coordinator, Kory is involved in the project from
conception through construction.
Eric Wiltse — Project Coordinator and Director of Information Technologies. Mr.
Wiltse joined Palmer Course Design Company in 1989 as an assistant to the
design staff, leading to his current position. As Director of Information
Technologies, Eric is responsible for all aspects of the office computer system.
He also assists with the generation of plans and construction documents utilizing
the CAD (computer aided design) system. As a project coordinator, Eric is
involved in the project from conception through construction.
Ron Howell — Project Coordinator. Mr. Howell received his bachelor's degree in
Consumer Science and a minor in Urban Planning from Florida State University.
He also received an associate of arts degree in Architecture / Engineering from
Florida Community College of Jacksonville. Since joining Palmer Course Design
Company in 1998, using his background in land development, civil engineering,
and golf course construction and maintenance, Ron is extensively involved in
project development and design. As a project coordinator, he is involved in the
project from conception through construction. Using the CAD (computer aided
design) system he also generates plans and construction documents.
Thad Layton — Project Coordinator. Mr. Layton received his bachelor's degree
in Landscape Architecture from Mississippi State University, graduating Magna
Cum Laude. While at Mississippi State he took related coursework in Turfgrass
Management, Soils, Plant Materials I & ll, Golf Course Architecture I, and Design
of the Golf Environment. He has also spent time working in the field for several
golf course construction companies gaining valuable experience. After fulfilling
all requirements, Mr. Layton recently became a Registered Landscape Architect.
Thad has worked Palmer Course Design Company as a summer intern since
1997 and joined the company as a full time employee in February 2000. As a
project coordinator, Thad is involved in the project from conception through
construction. He is also responsible for the production and coordination of
drawings using the CAD (computer aided design) system.
Palmer Course Design Company
Palmer Course Design Company reviews each two -man team's work through an in-
house critique process. Two non -project architects are assigned to each project to
review safety, function, beauty, and playability of the golf course. All documents and
designs are reviewed at key times throughout the design process, particularly during
master planning and grading plans.
Palmer Course Design Company has been involved in the planning, design, and
construction of more than 250 golf courses around the world, including 37 states and
twenty-one countries. A list of several golf courses that have a similar scope of services
to The Ranch are listed below.
Area Courses
The Tradition Golf Club David Chapman (760) 564-3355
Indian Ridge CC Bill Bone (877) 933-2663
PGA West -Palmer Private KSL Development (760) 564-7111
Mountain View Shannon Lichliter (760) 771-6076
Municipal Courses
City of Olathe Kansas Kevin Corbitt (913) 971-6628
The Den at Fox Creek Keith Rich (309) 823-4260
City of Bloomington, IL
Spencer T. Olin Community GC Sally Cadmus (618) 465-3111.
Alton, I L
Stonewall Jackson Lake GC J. Rudy Henley (304) 347-7520
Tazwell, WV
Resort Courses
Fours Seasons Resort Aviara
Rick Ransburg
San Diego, CA
Stonewall Jackson Lake
Rudy Henley
Golf Resort, Tazwell, WV
Mauna Kea Resort
Adi Kohler
Hapuna Course, Kohala,
HI
Turtle Bay Resort
Mike Honma
Links Course, Oahu, HI
Peninsula Papagayo
Xavier Urbina
Four Seasons Resort, Costa
Rica
Running Y Resort
Dick Wendt
Klamath Falls, OR
Mountain Star Resort
Dick Wendt
Roslyn, WA
Palmer Course Design Company
(760) 603-7520
(304) 347-7520
(808) 882-6060
(808) 293-8574
+506-670-0200
(541) 885-3119
(541) 885-3119
Palmer Course Design Company is proud to have designed many outstanding golf
courses that have been selected to host a variety of PGA TOUR, Champions TOUR
(formerly PGA SENIOR), LPGA TOUR, and European TOUR events as well as many
U.S. Amateur, Regional, State, and local tournaments. A partial list includes the
following:
Courses Hosting Tournaments
Kildare Hotel & Country Club Straffan, County Kildare, Ireland
2006 Ryder Cup; 1995-1997 European Open
Bay Hill Club and Lodge * Orlando, FL
1978-2003 Bay Hill Invitational
Palmer Private — PGA West La Quinta, CA
1991-2003 Bob Hope Desert Classic
Hiddenbrooke Country Club Vallejo, CA
2001 LPGA Mitsubishi World Championship, 2000 Samsung World
Championship of Women `s Golf;
Atlanta Athletic Club * Duluth, GA
2002 U.S. Junior Amateur Championship, 2001 PGA Championship
Empire Lakes Golf Course Rancho Cucamonga, CA
2001 Pepsi Open
Northview Golf & Country Club Surrey, British Columbia, Canada
1999 and 2000 Air Canada Championship, 1996-1999 Greater Vancouver Open
General Course - PGA National Palm Beach Gardens, FL
1999 PGA SENIORS Championship
Links at Turtle Bay Resort Oahu, Hawaii
2001 Challenge at Kuilima
The Woodlands Woodlands, TX
1999 Shell Houston Open, 1999 AGJA Taylor Made (Junior)
Sporting Club Berlin Bad Saarow, Germany
1999 German Open
Spencer T Olin Community GC Alton, IL
1999 U.S. Amateur Public Links Championship
Orchard Golf & Country Club Dasmarinas, Cavite, Philippines
1996 Johnnie Walker Classic
* Remodeled by PCDC
Palmer Course Design Company -
Project Understanding and Approach
We understand the goals of the Agency with regard to the golf course and the orderly
application of the desired services necessary to achieve that end. We further
understand this is a resort project inclusive of hotel, development, circulation,
recreation, and infrastructure. This is the first phase of a multi -use project. The La
Quinta Redevelopment Agency, a public entity, is the owner. The Agency's
representative is Mark Weiss. Gil Martinez and GMA International, is develo ing a
master plan and program for the project. Civil Engineering, a key element of the Jesign
team, has not been named. Enclosed please find our Planning, Desigii, and
Construction Checklist, which explains step-by-step how we approach each prof ct. It
identifies a checklist of tasks all inclusive of your desired services and who is top rform
them and when, from design through construction. We propose adopting this ou line or
something similar as the team approach to this project.
Our design intention is the same as the La Quinta Redevelopment Agency. The anch
will be special and have its own fascinating character. Visually exciting, fu it
and
tournament ready will be its defining elements. The Ranch will offer great lig and
color, vivid contrast of water and rock, perfect growing conditions for turf, and a feeling
of its own. Your "must see" definition can include must play.
For the golf course to be great, it must meet your goals. We will pay close attention to
its uniqueness, compatibility, sensitivity, and friendliness with regard to the local ecology
and people. Our signature design traits are subtle. The land, you as owners,
environmentalists, and engineering, et al tell us what to do. We put the pieces together.
It's like putting a puzzle together without the picture on the box. The golf course will be
beautiful, special, and in harmony with your vision for The Ranch.
Palmer Course Design Company is prepared to aid in contractor selection through a
public bid process. Under the public bid scenario, a minimum of three bids is usually
required. Bid openings may be private or public. Contractors will need to be bondable,
visored to a specific amount, and licensed to work in California. We are accustomed to
providing tabulation sheets bids to help determine comparable and favorable bids.
Discussion between owner and architect is helpful prior to discussions with contractors.
Experience, availability, schedule, key employees, sub -contractors, equipment, and cost
(among other items) should determine the winning bidder. Selection would be a public
announcement. Contractor, owner, and golf course architect will sign payment draws
before payment is made. Draw requests will likely be made monthly and based on a
daily progress log kept by owner and contractor. Changes from contract will require
change orders signed by owner, contractor, and golf course architect and should require
accompanying shop drawings. Prevailing minimum wage will apply to all construction
work performed. There are many ways to select contractors. We will aid in any
method used by the Agency.
Palmer Course Design Company -
Scope of Services
The attached Planning, Design and Construction Checklist outlines all tasks, sub tasks,
and specific deliverables that will be provided. All golf course designs are completed in
AutoCAD 2000 and electronically filed and archived.
Palmer Course Design Company has 34 active projects that are under agreement.
Seventeen are currently under construction with 11 of those located in the U. S. and six
overseas. Seventeen active projects are in planning (14-USA, 3-INTL). On average,
Palmer Course Design Company grand opens seven courses each year, with ten
courses being grand opened in 2002. In 2003, we anticipate the grand opening of six
18-hole golf courses and a Signature practice facility. Over the past ten years, Palmer
Course Design Company has averaged more than 40 active projects each year and we
are currently experiencing a normal workload.
Our process of servicing our client's needs has been refined for more than 30 years.
We feel that along with the quality of our courses and the Palmer name, the service we
provide is our biggest asset. This is best illustrated by the fact that most of our work is
from repeat customers. Our two -man teams and checklist formula allow us to efficiently
and effectively manage our current workload and we look forward to the opportunity to
include The Ranch on our list of Active Projects. The Ranch project would be given the
same completely satisfying service provided to all others. You and your project are
important. We handle it that way.
Palmer Course Design Company
Schedule Requirements
Palmer Course Design Company will be ready to begin work on June 2, 2003.
Palmer Course Design Company has completed the design and construction bidding
activities several times in a six-month term. With the preliminary planning complete,
master planning should take one month. Preparation of construction documents should
take four .months. Construction bidding should take one month.
We understand and accept the schedule of meetings proposed.
Palmer Course Design Company -
Palmer Course Design Company
Planning, Design Construction Checklist
Golf Course
City of LaQuinta/Silver Rock Ranch
Phase I
Due Date STP/LVL
Lead Architect
Erik Larsen
A 0 SEND LETTER OF QUALITY ASSURANCE FOR DISCUSSION
A
1
Safety
A
2
Function
A
3
Style
A
4
Playability
A
5
Restrictions
8/1/2003
B
0
SEND CURRENT CAD TOPO SPEC TO OWNER
8/7/2003
C
0
REVIEW AND APPROVE TOPO
C
1
Contour
C
2
Quality
C
3
Existing Vegetation
C
4
Utilities
C
5
Environmental
C
6
Historical
C
7
Other Restrictions
DONE
D
0
SITE REVIEW & ANALYSIS
D
1
Topo Accuracy
D
2
Restrictions
D
3
Prevailing Wind
D
4
Water Source
D
5
Water Quality
D
6
Soils
D
7
Vegetation
D
8
Wildlife
8/19/2003
E
0
ENGINEER -OWNER -ARCH MEET ON SITE TO DEFINE:
E
1
Design Team
E
2
Restrictions
E
3
Development Requirement
E
4
Engineer Requirement
E
5
Other Requirements
E
6
Construction Methods
8/19/2003
F
0
PRELIMINARY LAND PLAN WITH TEAM
8/19/2003
G
0
DESIGN FEEDBACK & APPROVAL BY:
G
1
Owner
G
2
PCDC
G
3
Design Team
8/20 - 27
H
0
SITE STAKING
H
1
Center Line & ,Clearing
H
2
Property Line
H
3
Delineated Environmental Area
H
4
Other Site Restrictions
9/1/2003
1
0
WALK CENTER LINES
COMPLETE
Palmer Course Design Company
Planning, Design Construction Checklist
9/7/2003
J
0
FINAL GOLF COURSE ROUTING & MASTER LAND PLAN
9/7/2003
K
0
PCDC REVIEW
9/8 - 13
L
0
OWNER & DESIGN TEAM APPROVAL
9/8 - 13
M
0
PRELIMINARY COURSE CONST. COST ESTIMATES
9/15/03
N
0
OBTAIN 100' PLATTED MASTER PLAN ON DISK FROM ENG.
9/20/03
O
0
COLOR RENDERING
PHASE 11
10/1/2003 A 0 PREPARE BASE SHEETS FRON ENGS. PLATTING MASTER PLAN
10/1/2003 B 0 MEET W/OWNERS & DESIGN MEMBERS TO DISCUSS:
B
1
Schedule
B
2
Facilitation of Plans
B
3
Permit Issues
B
4
Engineer - Architect Co-operation
B
5
Master Drainage Incl. Lake Elevations
B
6
Development & Road Elevations
B
7
Special Site Restrictions/Opportunities
10/5 - 20
C
0
PCDC PLANNING
C
1
Strategy
C
2
Playability
C
3
Preliminary Grading
10/20 - 30
D
0
ENGINEER REVIEW
D
1
Cut & Fill Calculations from Engineer
D
2
Master Drainage Review from Engineer
D
3
Environmental Restriction Review by Eng.
D
4
Grading Tie in to Development
11/1 -15
E
0
MODIFICATION TO GRADING PLAN PER ENG. COMMENTS
11/15 - 30
F
0
TEAM REVIEW
F
1
Owner Approval
F
2
Engineer Approval
F
3
Others Approval
11/7 - 15
G
0
SEND TO DALE WITH IRRIGATION LINE FOR DESIGN
H
0
WINCHESTER - OWNER IRRIGATION MEETING
11/30/03
1
0
PREPARE REMAINING CONSTRUCTION DRAWINGS
12/31 /03
1
1
Clearing
1
2
Grassing
1
3
Landscape
1
4
Greens
1
5
Reduce Layout
1
6
Cover Sheet
1
7
Details
1
8
Irrigation
12/15/2003 J 0 SPECIFICATIONS
12/30/2003 J 1 Quantities
Palmer Course Design Company
Planning, Design Construction Checklist
J 2 Specifics to Job
J 3 Bid Documents
12/15 - 30 K 0 REFINE COST ESTIMATE
Phase III
1/1/2004
A
0
MEET WITH OWNERS
A
1
Schedule
A
2
Budget
A
3
Method of Construction
A
4
Bid/Negotiate Particulars
1/2/2004
B
0
INVITATION TO CONSTRUCTION/BID VS. NEGOTIATE
1/2/2004
C
0
SEND PLANS & SPECS TO CONTRACTORS
1/7/2004
D
0
PRE -BID MEETING
1/15/2004
E
0
BID DUE DATE - RECEIVE BIDS
1/15 - 30
F
0
ARCHITECT & OWNER PRE -BIDS
1/30/04
G
0
CONTRACTOR SELECTION
2/1/04
H
0
PRE-CONST. CONFERENCE W/SELECTED CONTRACTOR
2/1/04
1
0
CONSTRUCTION
2/2 -15
1
1
Surveying & Staking
1
2
Marking of Trees and Clearing
1
3
PCDC Approval
2/15 - 5/30
1
4
Major Earthwork
3/1 - 6/15
1
5
Rough Shaping
3/1 - 6/15
1
6
PCDC Approval
4/15 - 6/30
1
7
Greens & Tees Construction & Bunker
4/15 - 6/30
1
8
PCDC Approval
5/1 - 8/1
1
9
Irrigation
6/1-9/1
1
10
Specialty Items
5/1-9/1
1
11
Finish Grading & Seedbed Preparation
6/1-9/1
1
12
PCDC Appr. - Mark Bunkers - Grassing Lines
9/1 - 9/30
1
13
Grassing/Seeding
9/1 - 9/30
1
14
PCDC Approval
10/1 - 3/30/05 1
15
Maturation
10/1 - 3/30/05 1
16
PCDC Approval
N/A
J
0
ARNOLD PALMER - GROUNDBREAKING
N/A
K
0
ARNOLD PALMER - OPENING
Exhibit 1
TOPOGRAPHICAL INFORMATION REQUIRED FOR
MASTER PLANNING AND CONSTRUCTION DESIGN PURPOSES
COMPUTER DISK FORM AND MYLAR FORM REQUIRE
STATED ITEMS A-G BELOW, IF APPLICABLE
1. COMPUTER DISK FORM: AUTOCAD VERSION 141, AUTOCAD
DRAWING (.DWG) FILES ON IBM FORMATTED 3-1/2" DISKETTES, COMPACT
DISK, IOMEGA 100 ZIP DISKS, E-MAIL, OR FILE TRANSFER PROTOCOL
2. MYLAR FORM
A. SCALE - 1" = 200'
B. NORTH ARROW
C. CONTOUR INTERVAL - 2' (EXCEPT IN SEVERE AREAS 30%+)
D. INDICATION OF ALL PROPERTY BOUNDARIES OR LIMITATIONS THAT
WILL RESTRICT GOLF COURSE LAYOUT OR DEVELOPMENT
E. INDICATION OF ALL EXISTING SITE FEATURES TO INCLUDE:
1. RIVERS
2. ROADS
3. STREAMS
4. CREEKS
5. FENCE LINES
6. TREE LINES
7. BUILDINGS
8. UNDERGROUND UTILITIES: SEWER - GAS - ELECTRIC -
TELEPHONE - WATER - ET CETERA
9. RIGHTS -OF -WAY
10. EASEMENTS
119/015610-0065
410992.11 a07/23/03 -20-
11. ROCK OUTCROPPINGS
12. LAKES
F. ENVIRONMENTAL, HISTORICAL, AND ARCHAEOLOGICAL
JURISDICTIONAL AREAS (E.G., WETLANDS)
G. NO TITLE BLOCK
119/015610-0065
410992.11 a07/23/03 -21
EXHIBIT B
SCHEDULE OF COMPENSATION
ARCHITECTURAL AND DESIGN FEES
The allocation of the architectural and design fees (the "Design Fees") is as follows:
PCDC: $850,000.00
Landscape architecture: $125,000.00
Agronomic Services: $ 25,000.00
Payment schedule set forth in the following schedule:
Schedule of Payments
Date of Payment
Amount of Payment
August 1, 2003 (execution of agreement)
US
$150,000.00
Completion of Phase I (Sept. 30, 03)
US
$1505000.00
Complete grading plans (Oct 31, 03)
US
$200,000.00
Completion of Phase II (Dec 31, 03)
US
$2005,000.00
Complete 50% Phase III (est. Apr 30, 04)
US
$1501,000.00
Complete 100% of Phase III (est. Aug 31, 04)
US
$150,000.00
All payments due and payable to PCDC shall be paid free of deductions such as banking charges.
Any sales, use or other taxes (other than income taxes) imposed upon PCDC in connection with the
Design Fees will be paid by Owner.
Owner acknowledges and agrees that all costs incurred by Owner in connection with the planning
and construction of Golf Course and its related facilities shall be for the account of Owner and
Owner shall be solely responsible therefore.
INTEREST
Any amount due and unpaid hereunder will bear interest at the rate of one and one-half percent (1-
1 /2%) per month or at the maximum rate of permitted by law, whichever is less.
119/015610-0065
410992.11 a07/23/03 -22-
EXHIBIT C
Sub Contractors
TB
Terry Buchen
Golf Agronomy International
Williamsburg, Virginia
Ron Gregory
Pinnacle Design Company
Palm Desert, California
119/015610-0065
410992.11 a07/23/03 _2_
1�
EXHIBIT 2
wo�
19 old Pa _ �d 5ea�
\ liner i
mom
P.O. Box 1504
78-495 CALLE TAMPICO
LA QUINTA, CALIFORNIA 92253
July 15, 2008
Mr. Erik Larsen, Executive Vice President
Palmer Course Design Company
9000 Bay Hill Blvd., Suite 300
Orlando, FL 32819
RE:--- CLUBHOUSE LAKE DESIGN
SilverRock Resort, Phase II Development
City of La Quinta, California
Dear Mr. Larsen:
u' Jill 2 8 2008enu
1'=
(760) 7 7 7 - 7 0 0 0
FAX (760) 777-7101
Per the Professional Services Agreement for golf course design between the La Quinta
' Redevelopment Agency and Palmer Course Design Company, dated July 29, 2003 (Exhibit
A, "Scope of Services," Section 7(g), any substantial changes to the golf course must be
approved by PCDC in order to retain the Arnold Palmer Identification. Accordingly, on July
9; .2008, Golf Dimensions, on behalf of the La Quinta Redevelopment Agency, forwarded
to you architectural renderings and landscape architectural plans depicting the new lake
being proposed as an important part of the clubhouse site development. This lake is being
proposed between the #1 tee boxes of the Arnold Palmer Classic Course and the new
clubhouse, to offer both aesthetics and a buffer from the golf course.
It is our understanding per your email correspondence to Golf Dimensions dated July 10,
2008, that Palmer Course Design Company staff has reviewed the above -mentioned plans
in regard to aesthetics and playability of the existing hole #1, and has found the proposed_
lake design to be acceptable.
Please memorialize your approval of the design and orientation of the proposed lake
system, and its interface with the existing golf hole, by signing both originals, and
returning one signed original in the enclosed self-addressed, stamped envelope.
Thank you very much.
Sincerely, Approved by:
-7j
Thomas P. Genovese
Executive Director
Authorized Representative
Palmer Course Design Company