REPORT TO STADIUM AUTHORITY BOARD
SUBJECT
Title
Action on an Amendment No. 1 to the Agreement with Gachina Landscape Management, Inc. for Landscaping Services at Levi’s Stadium to Extend the Term by One Year, Update the Compensation and Fee Schedule, and Add a Termination for Convenience Clause
Report
BACKGROUND
Pursuant to Section 2.9 of the Stadium Management Agreement between the Santa Clara Stadium Authority (Stadium Authority), Forty Niners SC Stadium Company LLC (StadCo), and Forty Niners Stadium Management Company LLC (Stadium Manager), the Stadium Manager is responsible for maintaining Levi’s Stadium (Stadium) “in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility….”
Landscaping at Levi’s Stadium plays an important role in maintaining the facility’s overall appearance, safety, and functionality. As a high-profile multi-purpose venue that hosts professional sporting events, concerts, and large public gatherings, the Stadium’s exterior grounds and landscaped areas contribute significantly to the visitor experience and perception.
On April 18, 2023, the Stadium Authority approved the Stadium Manager’s request to enter into a three-year agreement with Gachina Landscape Management, Inc. (Gachina) for landscaping services at Levi’s Stadium for the period of April 19, 2023 through March 31, 2026, in an amount not-to-exceed $210,000 (Attachment 1). Through the same action, the Stadium Authority Board also authorized the Executive Director to approve the Stadium Manager’s exercise of the options to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations.
The Stadium Manager is in the process of finalizing a competitive solicitation process to select a provider for the next contract term and anticipates requiring additional time beyond March 31, 2026 to enter into a new agreement and effectively transition services. To ensure continuity of services and sufficient time for the transition, the Stadium Manager is requesting approval to execute the first amendment with Gachina (Attachment 2) to extend the term of the agreement from April 1, 2026 to March 31, 2027; increase the total not-to-exceed compensation by $40,000 for the fourth contract year, for a total not to exceed agreement amount of $250,000; and amend the agreement to include a termination for convenience clause, which allows the Stadium Manager to terminate the agreement with thirty (30) calendar days’ advance notice to the contractor. The draft Amendment No. 1 will also update the compensation and fee schedule.
A Recommendation Memo was submitted describing the Stadium Manager’s request in more detail (Attachment 3).
DISCUSSION
The Stadium Authority Board’s April 18, 2023 action related to the original Agreement with Gachina provided delegated authority to the Executive Director to approve the Stadium Manager’s exercise of the options to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations. However, as the Stadium Manager’s requested amendment will also include a termination for convenience clause under Section 13(A) (Termination of Agreement) and an updated compensation and fee schedule (Exhibit B-1 (Contractor Compensation and Fees). Therefore, the Stadium Manager and staff are providing the draft Amendment No. 1 for Board approval.
As noted above, the Stadium Manager is in the process of finalizing a formal competitive process for landscaping services, and expects to submit a recommendation for award for Stadium Authority Board approval in late March/early April 2026. The submission will require staff review and preparation of the corresponding agenda report. Based on the timeline communicated by the Stadium Manager, staff anticipates placing the new agreement on the May 5 or 19 agenda for Board approval. As such, the requested amendment provides operational flexibility to terminate the current agreement upon execution of a new agreement and transition of services to a new contractor resulting from the competitive process.
The Stadium Manager originally requested a month-to-month extension to maintain continuity through the solicitation process. However, Gachina would not accept a month-to-month extension but was amenable to adding a termination for convenience clause.
Under the current agreement, Section 13(A)(v-i) allows the Stadium Manager to terminate the agreement “for cause”. A proposed amendment to Section 13(A)(vi) includes the following language, providing the Stadium Manager the ability to terminate for convenience:
“Stadium Manager shall also have the right to terminate this Agreement for convenience by providing Contractor with thirty (30) calendar days’ prior written notice.”
The termination for convenience clause addresses the continuity of services until a new agreement is approved and transition period to onboard a new landscaping service provider.
Based on the review of the Stadium Manager’s request and draft Amendment No. 1, staff recommends approval of the Stadium Manager’s request to execute an Amendment No. 1 to the Agreement with Gachina to ensure continuity of landscaping services at Levi’s Stadium until a new vendor is onboarded.
The Stadium Authority Counsel’s Office has reviewed the Amendment No. 1 to the Agreement for comparison to the Stadium Authority’s customary language. Nothing in the proposed Amendment No. 1 or Agreement changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.
The Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium Authority may raise related questions before the fiscal year-end reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.
ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities” as the activity consists of the maintenance of existing landscaping of existing public or private facilities involving negligible or no expansion of use beyond that existing at the time of the lead agencies determination.
FISCAL IMPACT
The requested Amendment No. 1 would increase the total not-to-exceed amount of the agreement by $40,000, from $210,000 to $250,000 over the four-year term.
The Stadium Authority Fiscal Year (FY) 2026/27 Budget includes Shared Stadium Expenses, such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. In accordance with the Stadium Lease, most Shared Stadium Expenses are allocated 50/50 with Groundskeeping being 30/70 between the Stadium Authority and StadCo respectively.
There are sufficient funds in the FY 2026/27 Shared Stadium Expenses Groundskeeping line item to cover the Stadium Authority’s thirty percent (30%) share of the agreement cost for the fourth contract year (up to $12,000).
COORDINATION
This report has been coordinated with the Stadium Authority Counsel and Treasurer’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email clerk@santaclaraca.gov or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
Recommendation
Approve the Stadium Manager’s request to execute an Amendment No. 1 to the Agreement with Gachina Landscaping Management, Inc. to extend the term through March 31, 2027, in an amount not-to-exceed $40,000 for the fourth contract year and not-to-exceed $250,000 over the four-year term, subject to budget appropriations, update the compensation and fee schedule with Exhibit B-1, and add a termination for convenience clause.
Staff
Reviewed by: Christine Jung, Deputy City Manager
Approved by: Jovan D. Grogan, Executive Director
ATTACHMENTS
1. Agreement with Gachina Landscape Management, Inc.
2. Draft Amendment No. 1 with Gachina Landscape Management, Inc.
3. Stadium Manager’s Recommendation Memo