Item No.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: JASON CHACON, DIRECTOR PARKS AND RECREATION
DATE: JUNE 25, 2024
SUBJECT: APPROVAL OF ASSIGNMENT OF PROFESSIONAL SERVICES
AGREEMENT FOR RIO HONDO GOLF CLUB LANDSCAPE AND
MAINTENANCE SERVICES AND FIRST AMENDMENT
EXECUTIVE SUMMARY
The City Council will consider approving the assignment of the professional services agreement from Satsuma Landscape and Maintenance to Brightview Golf Maintenance.
Satsuma, the current service provider, has notified the City that they can no longer meet the requirements of the agreement, due to the dissolution of their golf maintenance division. The proposed assignment ensures continuity of services with minimal disruption to golf operations.
RECOMMENDATION
That the City Council:
1. Approve assignment of the professional services agreement from Satsuma Landscape and Maintenance to Brightview Golf Maintenance; and
2. Approve the Amendment to the Agreement to increase annual compensation for services by the amount of $168,420 for the remaining term of the Agreement.
BACKGROUND
Since 1986, Satsuma Landscape and Maintenance has held responsibility for turf, landscaped areas, irrigation, drainage systems, and lake management at the Rio Hondo Golf Club. The agreement has been in effect without major issue, through various Requests for Proposals and agreement extensions, and Satsuma has fulfilled its obligations satisfactorily.
However, in March of 2024, staff received notice from Satsuma of its request to be released from the current agreement, as the Company looked to dissolve its golf course maintenance division due to multiple significant staff retirements.
ASSINGMENT OF PROFESSIONAL SERVICES AGREEMENT FOR RIO HONDO GOLF
CLUB LANDSCAPE AND MAINTENANCE SERVICES AND APPROVAL OF AMENDMENT JUNE 25, 2024
PAGE 2
2 ANALYSIS
City staff researched options for replacement and met with Troon Golf and Brightview Golf Maintenance, both of which have over 25 years of quality golf course landscape maintenance experience and currently maintain other local municipal courses that are comparable in condition and number of rounds played per year.
Several factors were considered while looking for landscape maintenance services that included, but were not limited to the following factors:
1. Continuity of Services – The ability of the new contractor to take on the obligations in the current agreement and complete the assignment of the agreement was advantageous to the City given the amount time provided by the current contractor, staff would not have had enough time to complete a new RFP process entering into the busiest time of year. This method ensured a seamless transition that would not disrupt golf operations. Both contractors were able and willing to meet this requirement.
2. Expertise and Experience – Both Troon and Brightview have extensive expertise and experience in golf course landscape and maintenance, both at municipal and private country club levels. Both companies are national companies with comparable courses in the greater Los Angeles region to the Rio Hondo Golf Club.
3. Competitive Pricing – Both companies were provided the current agreement and where asked to give their proposals based on; 1) Completing the remaining four- year term of the current agreement and 2) Financial considerations, which included the purchase a new fleet of maintenance vehicles and equipment.
Troon Golf Brightview Golf Maintenance
4 Year Total $6,137,838 $5,430,347
Annual Average $1,534,459 $1,357,587
The base price for staffing and logistics was very close to the current agreement price for both companies. The increase, represents the startup cost of purchasing new maintenance equipment required. Both proposals included the purchase/lease of a new fleet of maintenance vehicles. Brightview represents an overall cost savings of $707,490 over the term of the four years remaining on the current agreement when compared to Troon Golf.
CITY COUNCIL PRIORITIES
Quality of Life, Safety & Infrastructure
ASSINGMENT OF PROFESSIONAL SERVICES AGREEMENT FOR RIO HONDO GOLF
CLUB LANDSCAPE AND MAINTENANCE SERVICES AND APPROVAL OF AMENDMENT JUNE 25, 2024
PAGE 3
3 FISCAL IMPACT
Approval of the recommended actions will result in an increased expenditure of $168,420 for Fiscal Year 2024-2025 from the golf course enterprise fund, account 52-4420-0700.
There is sufficient working balance for the recommended actions.
ATTACHMENTS
Attachment A: RHGC Assignment Agreement
Attachment B: First Amendment Agreement
ATTACHMENT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment)
is entered into as of May 30, 2024, by and between Satsuma Landscape and Maintenance, a General Partnership, (“Assignof), and BrightView Golf Maintenance, Inc. (“Assignee”) . Assignor and Assignee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”
RECITALS
A. On July 1, 2021, Assignor entered into an agreement
(“Agreement ) with the City of Downey, where Assignor agreed to perform landscape and maintenance services at the City’s Rio Hondo Golf Course.
B. Pursuant to the Agreement, attached hereto as Exhibit A and incorporated herein by this reference, Assignor desires to assign its rights and delegate its obligations under the Agreement to Assignee, and Assignee desires to accept the assignment of the Agreement and assume all of Assignor’s obligations under and related to the Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Assignment by Assisinor. Effective as of the Effective Date (as defined below), Assignor hereby assigns to Assignee all of Assignor’s rights and delegates to Assignee all of Assignor’s obligations under the Agreement.
2. Assumption by Assignee. Effective on the Effective Date, Assignee, for the benefit of Assignor, (a) accepts and assumes all of Assignor’s rights and obligations under the Agreement, and (b) agrees to be bound by the terms of the Agreement after the Effective Date.
3. Effective Date. This Assignment shall be deemed effective as of July 1 , 2024 (the “Effective Date”) .
4. Notwithstanding anything to the contrary, Assignee shall have the right to terminate this Assignment and Assumption Agreement immediately if, by July 1 , 2024, the City does not increase the base fee to Assignee in accordance with Assignee’s agreed upon proposal to the .City.5. Mis'cellaneous.
(a) CQnstru(.,ti(.)n. The captions used herein .are for convenience only and are not a part of this Assignment and do not in any way limit or amplify the terms and provisions hereof.
(b) Governing Law. This Assignment has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California
(c) Invalidity of Provision. If any provision of this Assignment as applied to either Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Assignment, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of the Agreement as a whole. (d) Amendments. No addition to or modification of any provision contained in this Assignment shall be effective unless fully set forth in writing executed by both Assignor and Assignee.
(e) Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but together shall constitute but one and the same instrument.
(D Remedies. Except as otherwise specified in this Assignment, (i) all rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Assignment shall be cumulative and no one of them shall be exclusive of any other, and (ii) either Party may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other Party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Assignment.
(g) Entire Agreement. This Assignment, together with the Agreement referenced herein, constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. All other prior agreements, representations, negotiations and understandings of the Parties hereto, oral or written, express or implied, regarding the subject matter of this Assignment are hereby superseded and merged herein.
IN WITNESS WHEREOF, the Parties have executed this Assignment as of the day and year first above written.
ASSIGNEE:
Dated:
Its:
2 ASSIGNOR:SATSUMA LANDSCAPE & MAINTEANCE I
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CONSENT BY CITY TO ASSIGMENT
By:
Maria Alicia Duane, City Clerk
Date:
APPROVED AS TO FORM
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ATTACHMENT B
FIRST AMENDMENT TO AGREEMENT WITH BRIGHTVIEW GOLF
MAINTENANCE TO PROVIDE LANDSCAPE AND MAINTENANCE SERVICES THIS FIRST AMENDMENT to the above-referenced agreement is entered into on June 25, 2024, by and between BrightView Golf Maintenance, Inc. (“Contractor”), and the City of Downey, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). Together, the City and Contractor shall be referred to as the “Parties.”
RECITALS
A On July 1 , 2021, the City entered into an Agreement with Satsuma Landscape and Maintenance for the provision of landscape and maintenance services at the City's Rio Hondo Golf Course (“Agreement”) .
B.Effective July 1, 2024, with the City’s consent as required by the Agreement, the Agreement was assigned by Satsuma to Contractor, whereby Contractor accepted and assumed all of Satsuma’s rights and obligations under the Agreement and agreed to be bound by the terms of the Agreement.
C.The Agreement remains in effect through June 30, 2028, with provision for extension .
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D.Concurrent with the assignment of the Agreement to Contractor, the Parties wish to amend the Agreement to increase the overall compensation for services during the remainder of the term of the Agreement.
The Parties therefore agree:
1. Section 3.3.1, Compensation, is amended to increase the annual compensation for services by the amount of $168,417.20 for Fiscal Year 2024-2025 and accordingly for the remaining term of the Agreement.
2.Section 3.5.2. Delivery of Notices, is amended to include the following information for Contractor:
Brightview Golf Maintenance, Inc.
980 Jolly Road
Blue Bell, Pa 19422
Phone (310) 327 -8700
Ann: Andrew Mori, Sr. Branch Manager
3 Except as modified by this First Amendment, all terms and conditions of the Agreement, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.
ATTEST
Maria Alicia DuaNe. CMC
City Clerk
APPROVED AS TO FORM
CITY OF DOWNEY
ROGER BRADLEY
City Manager
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