2485 Assignment of Agreement Between COS & SSS Down to Earth OPCO II LLCASSIGNMENT OF AGREEMENT BETWEEN THE CITY OF SANFORD
AND SSS DOWN TO EARTH OPCO II LLC
(TO SSS TWIN RIVERS OPCO LLC D/B/A DTE GOLF)
THIS ASSIGNMENT OF AGREEMENT (this "") is made on this _ day of May,
2023, by and between the City of Sanford, Florida, a municipal corporation, whose
address is 300 North Park Avenue, Sanford, Florida 32771 ("City), and SSS Down to
Earth, an Ohio limited liability company, whose principal and mailing address is 7887
Safeguard Circle, Valley View, Ohio 44125 ("SSS Down to Earth"), and SSS Twin Rivers
Opco LLC, an Ohio limited liability company, whose principal and mailing address is 7887
Safeguard. Circle, Valley View, Ohio 44125, doing business as, DTE Golf ("SSS Twin
Rivers"),.
WITNESSETH:
Whereas, the City and SSS Down to Earth entered an agreement relative to
Mayfield Golf Club/Comprehensive Club Management and Maintenance Operations and
Services, effective as of October 16, 2021 (the "Agreement"); and
Whereas, SSS Down to Earth and SSS Twin Rivers are subsidiaries of Seasons
Service Select, LLC; and
Whereas, Seasons Service Select, LLC wishes to consolidate its golf
management operations into SSS Twin Rivers' operations; and
Whereas, SSS Down to Earth desires to assign to SSS Twin Rivers, effective as
of July 2, 2023 (the "Effective Time"), all of its right, title and interest to and under the
Agreement; and
Whereas, SSS Twin Rivers desires to assume SSS Down to Earth's remaining
performance obligations under the Agreement accruing after the Effective Time; and
Whereas, after the Effective Time, SSS Twin Rivers intends to utilize the same
staff to continue providing the same uninterrupted service previously provided under the
Agreement; and
Whereas, subject to the terms of this Assignment, SSS Twin Rivers desires to
accept the obligations of relative to the SSS Down to Earth contract with the City and the
City desires to accept such assignment and allow SSS Twin Rivers to undertake and
perform the obligations of SSS Down to Earth under the Agreement between the City and
SSS Down to Earth; and
Whereas, SSS Down to Earth and the City desire to provide for and implement
the assignment of SSS Down to Earth's rights and obligations under the Agreement with
the City as set forth herein to SSS Twin Rivers.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Recitals. The foregoing recitals are true and correct and are
incorporated herein by this reference.
Section 2. Assignment; Acceptance of and Consent to Assignment. SSS
Down to Earth hereby assigns all of SSS Down to Earth's rights, duties, and obligations
under the Agreement to SSS Twin Rivers and SSS Twin Rivers agrees to be bound by,
and to keep, observe and perform, the terms, covenants and conditions of the Agreement
as attached. The City has relied on the representations of SSS Down to Earth in the
documents provided to the City and SSS Down to Earth's actions under the Agreement
with the City are hereby ratified and affirmed by SSS Twin Rivers by virtue of this
assignment. SSS Down to Earth affirms that the City has fully performed in every respect
and that there are no claims against the City pending or which will be made and, further,
that this document is a full and plenary release of the City.
Section 3. Entire Agreement. This Assignment, together with the underlying
referenced assigned Agreement, embody the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, oral or written, relating to said
agreement.
Entered this day of May, 2023 with all signatories below representing and
affirming that they have full and plenary authority to execute this document.
SIGNATURE BLOCKS FOLLOW:
31Page.
Attest:
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Lucia Lindell
Administrative Assistant
Attest.-
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ttest.
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Lucia Lindell ---
Administrative Assistant
Attest:
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Traci 1�oucfi n, MMC, ECRM
City Cle-r c
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Apprb ed as to form and legal sufficiency.
William L. Colbert City Attorney
SSS DOWN TO EARTH OPCO II LLC,
an Ohio limited liability company.
By:1
Thomas S. Lazzaro
CEO
SSS TWIN RIVERS OPCO LLC, an Ohio
limited liability company, doing business
as, DTE Golf.
By: /M Z��f
Thomas S. Lazzaro
CEO
CITY OF SANF D
1
By:
Art Wood'i-off
Mayor /
Date:
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_ CITY OF a �l�°Il Cl'Ur11�iSL/
&kNFORD
FLORIDA
CITY COMMISSION MEMORANDUM 23.104.E
.LUNE 12, 2023 AGENDA
To: Honorable Mayor and Members of the City Com
PREPARED BY: Craig Radzak, Assistant City Manager G
SUBMITTED BY: Norton N. Bonaparte, Jr., ICMA-CM, -ty ant
SUBJECT: Assignment of Agreement; Mayfai Golf Course
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
W S _ RM X
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Item No. • F
Approval of the agreement relating to Mayfair Golf Course comprehensive club management and
maintenance operations and services is requested.
FISCAL/STAFFING STATEMENT:
There is no significant fiscal impact arising from this action. The contractual rights and obligations
of the City will be unaffected as the assigned agreement remains in place, in full, in accordance
with its original terms and conditions.
BACKGROUND:
The City and SSS Down to Earth Opco II LLC entered an agreement relative to Mayfair Golf
Course comprehensive club management and maintenance operations and services, effective as of
October 16, 2021. SSS Down to Earth Opco II LLC and SSS Twin Rivers Opco II LLC are both
subsidiaries of Seasons Service Select, LLC.
Seasons Service Select, LLC wishes to consolidate its golf management operations into SSS Twin
Rivers Opco II LLC's operations and has requested the City to consent to the assignment of SSS
Down to Earth Opco II LLC's rights and obligations under the Agreement with the City to SSS
Twin Rivers Opco II LLC.
The proposed Assignment implements the assignment with regard to the contractual relationship
with the City although the two Ohio limited liability companies may enter into a more detailed
agreement between themselves.
LEGAL REVIEW:
The Assistant City Attorney has assisted in this matter and has no legal objections.
RECOMMENDATION:
City staff recommends that the City Commission approve the Assignment, as proposed.
SUGGESTED MOTION:
"I move to approve the Assignment, as proposed."
Attachment: Assignment of Agreement.