Contract - Kemper Sports Management Inc. - 6/8/2017 CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES FOR
DESIGN SERVICES FOR THE
FOREST CREEK GOLF COURSE RENOVATION PROJECT
WITH
KEMPER SPORTS MANAGEMENT, INC.
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for professional consulting services related to design services and
project management services for the City of Round Rock's Forest Creek Golf Course Renovation
Project (the "Agreement') is made by and between the CITY OF ROUND ROCK, a Texas
home-rule municipal corporation with offices located at 221 East Main Street, Round Rock,
Texas 78664-5299 (the "City"), and KEMPER SPORTS MANAGEMENT, INC., located at 500
Skokie Boulevard, Suite 444 Northbrook, Illinois 60062 (the "Consultant").
RECITALS:
WHEREAS, the Forest Creek Golf Course Renovation Project, consisting of work to
renovate and rebuild greens, bunkers, the irrigation system, associated golf course drainage and
other related items (the "Project"), requires specialized project management and design services;
and
WHEREAS, City desires to contract for Consultant's professional services generally
described as project management and design services for the Project; and
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
00379031/ss2
1.0 EFFECTIVE DATE,DURATION,AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full completion of the work specified herein is
achieved, with an estimated completion date of August 1, 2018.
City reserves the right to review the Agreement at any time, and may elect to terminate
the Agreement with or without cause or may elect to continue.
2.0 PROPOSAL FOR SERVICES
For purposes of this Agreement Consultant has issued its proposal for services, such
proposal for services being attached to this Agreement as Exhibit "A" titled "Scope of Services,"
incorporated herein by reference for all purposes.
3.0 SCOPE OF SERVICES
Consultant, and any additional consultants contracted by Consultant for this Project, shall
provide all services described herein and as set forth in Exhibit "A," the Scope of Services, in
accordance with the agreed upon timeline set forth in Exhibit"A."
Consultant shall perform services in accordance with this Agreement, in accordance with
the appended Scope of Service and in accordance with due care and prevailing consulting
industry standards for comparable services.
4.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is described in Exhibit "A" and herein,
and may not be changed without the express written agreement of the parties.
5.0 CONTRACT AMOUNT
Not-to-Exceed Fee: In consideration for the professional consulting services to be
performed by Consultant, City agrees to pay Consultant an amount not-to-exceed Three
Hundred Eighty Thousand and No/Dollars ($380,000.00), in accordance with Exhibit "A"
entitled "Fee Schedule," which document is attached hereto and incorporated herein by reference
for all purposes, in payment for services and the Scope of Services deliverables as delineated in
Exhibit"A."
Such fixed not-to-exceed amount includes amounts paid for Consultant's professional
consulting services and for the fees of any additional consultants contracted by Consultant for the
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completion of this Project.
Reimbursable Expenses: Reimbursable expenses shall not be included in this
Agreement.
6.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
the City. Such invoices shall conform to the schedule of services and costs in connection
therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
7.01 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
http://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.201 L2pdf.
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty(30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect"on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
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(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the
service performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
9.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may effect
such termination by giving Consultant a written notice of termination at the end of its then-
current fiscal year.
10.0 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the timetable structure and deliverable due dates shall be in reasonable conformity to
Consultant's schedule set forth in Exhibit"A."
11.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
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12.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City may terminate this
Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant,
with the understanding that immediately upon receipt of said notice all work being performed
under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily
completed and shall be compensated in accordance with the terms hereof for work accomplished
prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or
anticipated profits for work terminated under this Agreement. Unless otherwise specified in this
Agreement, all data, information, and work product related to this project shall become the
property of the City upon termination of this Agreement, and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use. Should the City
subsequently contract with a new consultant for continuation of service on the project,
Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated party to fulfill contractual obligations. Termination under this section
shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require the City to pay for any work which is not
performed according to prevailing industry standards or in compliance with the terms of this
Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which is not
performed according to prevailing industry standards or in compliance with the terms of this
Agreement.
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13.0 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
14.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
15.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
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proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
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Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's
Confidential Information for City's own internal use and only for the purposes for which they are
delivered to the extent that they form part of the Deliverables.
Consultant shall require any contracts with additional consultants to include similar
language regarding confidentiality or information specifically designated as confidential by the
City.
16.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re-perform any work not in compliance
with this representation.
17.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to prevailing industry standards or the
terms of this Agreement, then and in that event the City shall give written notification to
Consultant; thereafter, (a) Consultant shall either promptly re-perform such services according to
prevailing industry standards at no additional charge, or (b) if such deficient services cannot be
cured within the cure period set forth herein, then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
18.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
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omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys' fees which may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant, its agents, or employees.
19.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
20.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf,
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
21.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
22.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
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23.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Brian Stillman
Sports Facilities & Operations Manager
Sports Management&Tourism Department
221 East Main Street
Round Rock, TX 78664
Telephone: (512) 218-6607
E-mail address: bstillmanAroundrocktexas.gov
24.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
KemperSports, Inc.
500 Skokie Boulevard
Suite 444
Northbrook, IL 60062
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
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25.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
26.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
27.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act(9 USC Section 1-14) or any applicable state arbitration statute.
28.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
29.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
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30.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
31.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
32.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
project schedule may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
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unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Consultant
with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round ock, Texas Kemper Sports Management, Inc.
By: By:
Printed Name: Printed Name: n�
Title: Title: \}
Date Signed: Date Signed: G
For City,Attest:
By: VI
Sara L. White, City Clerk
For City A proved as to orm:
By: M L
Stephan . Sheets, City Attorney
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500 Skokie Boulevard
TM Suite 444
KemperSports
Nortbbrook,Illinois 60062
847 2910271 fax
www.kempmports.com
May 15, 2017
Mr. Brian Stillman
Sports Facilities & Operations Manager
Sports Management& Tourism
City of Round Rock, Texas 78644
Re: Project/Construction Management Service Proposal, Forest Creek Golf Course
Dear Mr. Stillman:
On behalf of KemperSports, I am pleased to submit the following proposal to provide
Project/Construction Management Services as described to The City of Round Rock, Texas Sports
Management & Tourism Department for the renovation of Forest Creek Golf Course including work
to renovate and rebuild greens, bunkers, irrigation system, and associated golf course drainage
and ancillary items. The City of Round Rock has been clear in their instructions to KemperSports
that the work to renovate and improve the golf course is the priority of this project.
KemperSports is well qualified to provide comprehensive development/construction management
services for the renovation of Forest Creek Golf Course. Since 1978, we have managed and
consulted on the development of over 40 golf course, clubhouse, and recreation oriented projects
throughout the United States.
Our proposal is to act as the Project/Construction Manager to insure the delivery of the project and
all related design, development, and construction oversight, and to participate fully in the public bid
and award process of all individual scopes of work to the lowest responsible bidder. When
awarded KemperSports is prepared to enter in to all consulting contracts necessary for design, bid,
and delivery of the project to the City of Round Rock and their operations and management team.
Our proposal is for full engagement during the final project scope development, subsequent design
development, permitting, bid, award, Value Engineering and subsequent construction and grow-in.
The tentative schedule for project delivery is June 1, 2017 through August 1, 2018. The Scope of
Service for this proposal is as outlined in the attachment titled 'Project/Construction
Management Services' and provides tasks to be completed in related phases of Pre-
Construction, Bid and Award, Construction, and Post Construction.
It is anticipated that work will begin immediately upon execution of the agreement, to assist the
client in the completion of the design development and construction documentation together with
final budgeting and value engineering exercises. During this period a campaign will be initiated to
develop contractor interest in anticipation of bidding and negotiation for construction contracts
beginning as early as June 1, 2017.
Exhibit "A"
500 Skokie Boulevard
KemperSports TM 444
Northbrook,nlinois Sui160062
847 2910271 fax
www.k=perWAs.com
Sports Management& Tourism Department
Construction Management Agency Proposal
May 15, 2017
Page 2
KemperSports proposes to manage all construction contracts and scopes of work required for the
delivery of the project including Pre-Construction, Construction, and Post Construction phases as
outlined above and on the attachments for a Lump Sum Fee of$380,000. Included in this fee are
Project Management, Final Design Development and Construction Documents, Civil Engineering
and Permitting, Irrigation Design and Construction Documents, and Construction Oversight. We
anticipate that our work would begin on or about June 1, 2017 with a start of construction in
October, 2017 and a scheduled reopening for play in August of 2018.
KemperSports Development and Construction is pleased to have the opportunity to be of service
to The City of Round Rock and to continue a mutually beneficial service relationship at Forest
Creek and reestablish the golf course as a must play in the market. We offer our experience and
qualifications to the City of Round Rock Sports Management &Tourism Department for the
successful delivery of this exciting project and look forward to being considered for
Project/Construction Management services.
Sincerely,
o'.
Daniel F. Cunningham
VP Development and Construction
Cc: Jim Stegall, EVP KemperSports
Val D'Souza, Regional Operating Executive, KemperSports
Keith Hanley, Vice President Operations, KemperSports
Exhibit "A"
Supplemental Information
ProiectlConstruction Management Services (June 1, 2017—August 1, 2018)
KemperSports will provide the following development and construction phase services and assistance to
the City of Round Rock, Sports Management & Tourism Department to complete Project Development
consisting of final design and development, permitting, bid assistance, contract award, implementation,
and oversight of the golf course renovation at Forest Creek Golf Course, City of Round Rock,Texas.
Scope of Services
The following Scope of Services is proposed in conjunction with the delivery of Forest Creek Golf Course.
KemperSports will provide a site representative to provide comprehensive service to implement a
Construction Management Plan for the delivery of the Golf Course renovation project to the Sports
Management&Tourism Department during the development phases of pre-construction activities, the bid
and award phase, the construction phase, and during the post construction phase of development and
construction. KemperSports proposes to perform the following services as outlined below.
1. Final Design and Development of construction plans, bid and contract documents and facilitate
value engineering.
2. Contract all design and permitting consultants including Civil Engineering/Permitting, Construction
Design Plans and Specifications, and Irrigation Plans and Specifications.
3. Provide recommendations as required for public bid packages, scopes of work, and bid items.
4. Provide pre-bid budget and schedule preparation and analysis.
5. Participate in processes prior to bidding and assist in the bid process including review and
analysis of any contractor bids or proposals.
6. Manage all construction related contracts.
7. Schedule and coordinate construction activities at the golf course site.
8. Regularly review construction activities for compliance with construction bid /contract documents.
9. Review and sign pay applications under title of"Signature of City of Round Rock Representative"
with approval of the City.
1. Pre-Construction
During the pre-construction phase, KemperSports will represent the Department and team to ensure a
seamless transition from planning, design, engineering, permitting and final approvals to the bid and
award phase. During this pre-construction phase, KemperSports will perform the necessary assistance to
ensure that the project will be successfully delivered to the Department consistent with the goals and
objectives and consists of the following specific tasks.
a. Manage the permitting process.
b. Review the Site, Current Plans and Programs, and any other associated study results for the
determination of compliance with the best interest of overall goals of the Department.
c. Provide all Golf Course Construction Plans as proposed for consistency, constructability and
financial responsibility.
d. Develop preliminary budgets consistent with desired scope to determine overall viability.
e. Develop Action Plan and develop alternatives for implementation.
f. Develop with Owner and Operator the final design development and construction plans and
programs.
g. Assist with efforts for solicitation and selection of qualified Contractors.
h. Develop construction management plan, procedures, and coordinate and attend pre-development
meetings.
L Develop information management systems on behalf of the Department, Operator, and
Construction Management team.
j. Update development and construction schedules on a regular basis.
k. Review and recommend value engineering alternatives during pre-construction process.
Exhibit "A"
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KemperSports®
Supplemental Information
2. Bid and Award
KemperSports will provide all services as outlined and necessary to facilitate the public bidding process
as required by any public bidding requirements of the City of Round Rock. It is our goal to expedite the
bidding and award process and to assist with all tasks required to realize a successful bid process and
begin construction with the most responsive and qualified bidder/contractor. To that end KemperSports
will perform the following tasks.
a. Assist with development and coordination for bidding and contracting procedures.
b. Review, analyze and make recommendations on bids as requested.
c. Manage Value Engineering process.
d. Schedule and attend pre-bid and pre-construction meetings.
e. Review Drafts and Assist to Finalize Contract Agreements between the Department and
contractors as required.
f. Facilitate Bonding and Insurance Procedures as necessary.
3. Construction
KemperSports will provide all construction management services necessary or appropriate in connection
with the timely completion of the project in accordance with the contract documents for the project.
Specifically, KemperSports will oversee construction of the golf course and manage all construction
contracts and work whether publicly bid, performed by Department or Operator forces, or third party
contractors. KemperSports will manage all work and scope items included in the project budget.
Construction Management services will include, but are not limited to the following:
a. Field representative to be present on site on a daily basis during construction activities.
b. Coordinate on-site facilities.
c. Point of contact between Department, CM, design and permitting consultants and
contractors.
d. Project kick of planning meetings.
e. Monitor Permits, Insurance, Labor Affidavits and Bonds, and Prevailing Wage
requirements.
f. Schedule, conduct, and document progress meetings.
g. Manage scheduling process, budget and cost monitoring,
h. Review and sign pay applications under the title of "Signature of City of Round Rock
Representative".
i. Negotiate and process change orders and manage claims.
j. Manage quality assurance and control procedures.
k. Coordinate Construction Testing as required; review proposals and contract, organize
reports, and work with City of Round Rock testing company.
I. Manage work performed under public bid contract.
m. Supervise Owner performed work and purchased equipment and materials.
n. Manage work performed by all contractors.
o. Monitor and make recommendations for reporting, record keeping, information
management, and record drawing procedures. Provide monthly status reports.
p. Recommendations during grow-in as necessary and required.
Exhibit "A"
(0 4
KemperSports®
Supplemental Information
4. Post Construction
Upon construction completion of the golf course, KemperSports will perform all necessary closeout
procedures and facilitate the receipt of all required documentation to finalize construction contracts.
Additionally KemperSports' Construction Managers will work seamlessly with the Department to ensure a
successful turn over from the Construction Manager and Contractors to Owner prior to grow-in period as
well as the delivery of supplies and equipment as required by the Department. At a minimum
KemperSports will perform the following items:
a. Prepare final cost report.
b. Development final acceptance, grow-in, and opening/occupancy plan.
c. Develop plan for receipt of maintenance manuals, operating procedures, spare parts and
warranties.
d. Review maintenance manuals and operating information for conformance.
e. Review warranty information and insure all warranted items are documented and in compliance.
f. Assist in obtaining final permits where required.
g. Develop contractor closeout procedure including punch list, training and acceptance procedure,
callback procedure and close out reports.
h. Process final payment and waivers of lien.
The scope of this proposal is for a comprehensive Development Phase Service agreement with site
representation on a daily basis.Our Project delivery team consists of the following members.
• Daniel F. Cunningham, VP Development and Construction
• Valentine D' Souza, Regional Operations Executive
• Keith Hanley,VP Operations
• William Kenneth Bell, Construction Superintendent and Project Agronomist
KemperSports Development and Construction is proposing that our development department in
partnership with The City of Round Rock and their departments, operators, and team would become the
Project/Construction Manager for delivery of the Forest Creek Renovation Project working seamlessly
during the Development, and Construction Phases to ensure positive results, limit inconvenience, and
lead to success in the overall process.
Exhibit "A"
5
0 KemperSports'
Supplemental Information
KEMPERSPORTS
PROJECT MANAGEMENT
Post-
Pre-Construction Construction
Construction
• Job Familiarization
Review Plans and Specifications Owner Representation Review and Approve"As-Built" Plan!
• Coordinate Permit Approvals Coordinate with Owner/Design Team Verify Contractor"turnover" items
•
• Provide Daily On-site Supervision Verify Contractor Warranty Items
Prepare Project Budget
•
• Provide Site Inspection/Quality Control Verify Manufacturer Warranty Items
Coordinate Design Team
•
• Provide Site Safety Representation Provide Close-Out
Develop Bidding/Contracting
• Prepare Construction Schedules Inspections/Punch lists
Procedures
Manage Critical Path Schedule Provide Post-Construction
Prepare Project Schedules
• Prepare Budget Monthly Updates Evaluation
Phasing
• Coordinate RFI Documentation Provide Recommendation for Long-
Pre-qualify Contractors
•
• Verify Material Requisitions Term maintenance
Contractor Pre-bid Meetings
• Review/Approve Contractor Submittals Turnover to Operations
• Solicit Bids
• Review Bids Coordinate Design Team Visits
• Analyze Bids and Value Chair Site Meetings
•
Engineering Coordinate Testing and Inspections
• Make Recommendations Oversee Contractor Payment Requests
• Facilitate Contract Negotiation
• Issue Notice to Proceed
Exhibit "A"
0 6
KemperSports®
Supplemental Information
Daniel F. Cunningham, Vice President, Development and Construction
Dan Cunningham oversees the company's development, construction, building, and
capital improvement projects, including all horizontal and vertical construction. r
Mr. Cunningham has more than 35 years of experience in project management for the ......—. �-
development of championship golf courses, club houses and related structures, master
planned communities, and civil engineering works. He has played key roles in building
dozens of golf courses, including the 2008 Golf Inc. Magazines Winner and Runner-Up
Golf Course Developments of the Year, Butterfield Trail and Ridge Creek at Dinuba,
remodeling of the Boca Raton Resort in Florida and ASU Karsten Golf Course in Arizona,
as well as Harborside International Golf Course in Chicago, which Golfweek rated the
"Third Best Municipal Golf Course" in America. He has worked with many of the industry's
leading golf course architects, building architects, planners, landscape architects,
engineers,and contractors.
BACKGROUND
KemperSports Management–Northbrook,IL 4999-Present
• VP Development and Construction
• Project Manager
The Cunningham Company–Lake Hills, IL 4994-1999
Project/Construction Management
Principal
Dick Nugent Associates–Long Grove,IL 4989-1995
Golf Course Architecture and Construction Management
• Associate/Senior Construction Manager
Dye Designs, Inc.–Denver, CO 1986-4989
• Golf Course Design
• Project Manager
Futura Engineering Inc., -Denver, CO 1983-4989
Civil Engineering and Land Surveying
Project Manager
Wood Brothers Homes–Denver, CO 1977-1983
Land Development
Project Engineer
Federal Highway Administration 1974-1977
• Highway Construction
• Civil/Construction Engineering
Professional Registration
State of Colorado, 1985 Registration Number 23038
• State of Arizona, 1987 Registration Number 22255
Exhibit "A"
0 KemperSporfs�
Supplemental Information
RECENT PROJECTS
• Hudson County Improvement Authority- Golf Course, Clubhouse, Maintenance
Glenview Park District-Golf Course Renovation&Storm Water Improvements
Quail Lodge Golf Club-Golf Course Renovation
Union County- Galloping Hill Golf Course Clubhouse-Kenilworth, NJ
Harbor Shores(Benton Harbor,MI)- Jack Nicklaus Signature Golf Course
• Butterfield Trail Golf Club (El Paso, T))-2008 Development of the Year
• Ridge Creek at Dinuba Golf Club (Dinuba, California) - 2008 Runner-Up for Development
of the Year
Bandon Trails(Bandon, OR)-Coore/Crenshaw golf course at Bandon Dunes Golf Resort
• The Glen Club (Glenview, IL) - 2003 Mixed Use Development of the Year, Urban Land
Institute
City of Chicago First Tee Golf Centers
Gillette Ridge (Bloomfield, CT) - Arnold Palmer-designed golf facility on the corporate
campus of Cigna Insurance
Lansdowne Resort and Conference Center(Lansdowne, VA)-Greg Norman designed golf
course and 43,000 square foot clubhouse
• Nike Redevelopment Project(Vernon Hills,IL)-multi-million dollar sports complex
Exhibit "A"
0 KemperSports°
FOREST CREEK GOLF COURSE RENOVATION
FEE MATRIX 5/15/2017
Project Budget Project Budget Project Budget Project Budget
$2,000,000 $2,700,000 $3,400,000 $4,000,000
Consulting Phase A Phase B Phase C Phase D
Design Development&Construction Documents $35,000 $45,000 $60,000 $65,000
Freese&Nichols-Engineering&Permitting $20,000 $25,000 $25,000 $25,000
Irrigation Design,Layout,Programming $30,000 $40,000 $70,000 $70,000
Project/Construction Management $160,000 $190,000 $225,000 $230,000
$245,000 $300,000 $380,000 $390,000
12% 11% 11% 10%
r i •i i n n n
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-214154
Kemper Sports Management, Inc.
Northbrook, IL United States Date Filed:
2 Name of governmental entity or state agency that is a party tot the contract for w the form is 05/25/2017
being filed.
City of Round Rock Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
000000
Project Management Consulting
4
Nature of interest
Name of Interested Party City,State,Country(place of business
(check applicable)
Controlling I Intermediary
Skinner,Steven Northbrook,IL United States X
Lesnik,Joshua Northbrook, IL United States X
Lesnik, Steven Northbrook,IL United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear.or affirm,under penalty of perjury,that the above disclosure is true and correct.
OFFICIAL SEAL
LAURA A PINTER
NOTARY PUBLIC-STATE OF ILLINOIS ,
MY COMMISSION EXPIRES:05/09/21 Signature of authorize nt of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said 41\4 _ ,this the � day of
2D�,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Tide of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state,tx.us Version V1.0.883
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f1
7-7
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-214154
Kemper Sports Management, Inc.
Northbrook, IL United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/25/2017
being filed.
City of Round Rock Date Acknowledged:
05/25/2017
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
000000
Project Management Consulting
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Skinner, Steven Northbrook, IL United States X
Lesnik,Joshua Northbrook, IL United States X
Lesnik, Steven Northbrook, IL United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the day of
20 ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883