CC RESOLUTION 5317RESOLUTION NO.5317
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL
SEGUNDO APPROVING AMENDMENT NO.1 TO THE DUE DILIGENCE
AND RECREATION GROUND LEASE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND ES CENTERCAL, LLC AND FINDING
THAT THE AMENDMENT IS EXEMPT FROM REVIEW UNDER THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT
The City Council of the City of El Segundo does hereby resolve as follows:
SECTION 1: The City Council finds and declares as follows:
A. Lessor and Lessee (collectively, the "Parties") entered into a Due Diligence and
Recreation Ground Lease Agreement (the "Lease") on February 6, 2021. Among other things,
the Lease contemplates modifications and improvements to the City's existing municipal golf
course and the construction of a new golf course recreation facility ("Topgolf') on the adjacent
property.
B. Paragraph 3.7 of the Lease obligates ES CenterCal, LLC to make cash "Payments
for Public Good" to the City in the amount of $200,000 per calendar year during the term of the
Lease. The City and ES CenterCal, LLC wish to amend the Lease to require the annual
Payments for Public Good to be increased each year by a percentage equal to the percentage
change in the Consumer Price Index, as specified.
C. Exhibit D to the Lease ("Golf Course Improvements") requires, among other
things, that the golf course shall have a minimum of one Par 4 hole. The parties wish to amend
the Lease to delete this requirement.
D. The accompanying staff report, together with the oral report presented by staff,
provide additional supporting information upon which the findings and declarations set forth in
this Resolution are based.
SECTION 2: CEQA. The City Council finds and determines that there is no possibility that the
minor amendments to the Lease may have a significant effect on the environment. The
elimination of the Par 4 hole will not require any grading, import/export of soil, or additional
truck trips. The change will only require the siting and location of a 4.25-inch circular hole in an
existing green. Consequently, the project is exempt from further review under CEQA pursuant
to State CEQA Guidelines sections 15061(b)(3). In addition, the City Council finds that the
project is exempt from review pursuant to sections 15301 (Existing Facilities) and 15304 (Minor
Alterations to Land) of the State CEQA Guidelines and that no exception set forth in section
15300.2 of the CEQA Guidelines applies to the project.
SECTION 3: The City Council hereby approves Amendment No. I to the Due Diligence and
Recreation Ground Lease Agreement in the form attached hereto as Exhibit A and authorizes the
Acting City Manager to execute the same on behalf of the City.
RESOLUTION NO. 5317
Page 1
SECTION 4: The City Clerk is directed to file a Notice of Exemption pursuant to State CEQA
Guidelines section 15062.
SECTION 5: This Resolution will become effective immediately upon adoption and will
remain effective unless superseded or repealed.
PASSED AND ADOPTED this 15th day of February, 2022,
grew Boy , , d I'
ATTEST:.
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO 1
I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole
number of members of the City Council of said City is five; that the foregoing Resolution No.
5317 was duly passed, approved, and adopted by said City Council at a regular meeting held on
the 15t" day of February, 2022, approved and signed by the Mayor, and attested to by the City
Clerk, by the following vote:
AYES: Mayor Boyles, Mayor Pro Tem Pimentel, Council Member Pirsztuk, Council
Member Nicol and Council Member Giroux
NOES:
None
ABSENT:
None
ABSTAIN:
None
a�
Tracy Weav ) City Clerk
APPROVED AS TO FORM:
IT CityAttorneyITITITITITITITITITITITITITITITITITITIT Mark D. Hen ley,�
RESOLUTION NO. 5317
Page 2
EXHIBIT A
[Amendment No. 1 to Due Diligence and Recreation Ground Lease Agreement]
RESOLUTION NO. 5317
Page 3
Agreement No. 6261A
AMENDMENT NO. 1 to the
DUE DILIGENCE AND RECREATION GROUND LEASE AGREEMENT between the
City of El Segundo ("Lessor") and ES CenterCal, LLC ("Lessee") dated February 6, 2021
This Amendment No.I to Due Diligence and Recreation Ground Lease Agreement (this
"Amendment") is entered into this 15th day of February 2022, by and between Lessor and
Lessee.
RECITALS
1. Lessor and Lessee (collectively, the "Parties") entered into a Due Diligence and
Recreation Ground Lease Agreement (the "Lease") on February 6, 2021.
2. Paragraph 3.7 of the Lease obligates Lessee to make cash "Payments for Public
Good" to Lessor in the amount of $200,000 per calendar year during the Term of the
Lease. The Parties wish to amend the Lease to require the annual Payments for
Public Good to be increased by 7.5 percent at the commencement of each five-year
period during the term of the Lease, beginning with the day following the fifth
anniversary of the Fixed Rent Commencement Date.
3. Exhibit D to the Lease ("Golf Course Improvements") requires, among other things,
that the golf course shall have a minimum of one Par 4 hole. The parties wish to
amend the Lease to delete this requirement.
4. Capitalized terms used but not otherwise defined herein shall have the same meanings
as set forth for such terms in the Lease.
5. The Parties desire to amend the Lease as provided herein.
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
Section 3.7 of the Lease is hereby amended to read as follows:
"3.7 Lessee shall make cash payments to Lessor each calendar year
during the Term of this Lease following the Fixed Rent Commencement Date (the
"Payments for Public Good"). The amount of the annual payment shall be Two
Hundred Thousand Dollars ($200,000) in the first year and shall increase by seven
and one-half percent (7.5%) at the commencement of each five-year period during
the term of this Lease (including any option periods that may be exercised by
Tenant) commencing with the day following the fifth anniversary of the Fixed Rent
Commencement Date. Lessor shall in its sole discretion use the proceeds of the
foregoing Payments for Public Good to create a fund controlled by Lessor and used
to develop or improve public facilities and amenities, to foster educational and other
programs and otherwise to promote the benefit and support the public good with
Page 1 of 3
Agreement No. 6261A
regard to the City of El Segundo and its residents. Each installment of the foregoing
Payments for Public Good shall be due and payable by Lessee within one hundred
twenty (120) days after the end of each calendar year during the Term of this Lease
following the Fixed Rent Commencement Date. In computing the Payments for
Public Good for the first calendar year or portion thereof following the Fixed Rent
Commencement Date (and any calendar year that includes the date of termination
of this Lease), if such calendar year shall contain less than 365 days, then
the Payments for Public Good shall be multiplied by a fraction, the numerator of
which shall be the number of days in such shorter calendar year, and the
denominator of which shall be 365. Except as otherwise set forth in this Section
3.7, the Payments for Public Good shall not be subject to escalation hereunder."
2. Exhibit "D" to the Lease is hereby amended. The amended Exhibit "D" is attached
hereto and is dated February 15, 2022.
3. Except as modified by this Amendment, all other terms and conditions of the Lease shall
remain the same.
4. This Amendment may be executed in counterparts each of which shall be deemed an
original.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Amendment to be executed
by their duly authorized representatives as of this 15th day of February 2022.
Lessor: THE CITY OF EL SEGUNDO, a general law City
and Municipal corporation
B
Name: Darrell Georg
e, Interim Manager
Attest:
Aftvv��)-
Approved as Form:
Mark D. Hensley, City Attorney
(iJ
Page 2 of 3
Agreement No. 6261A
Lessee: ES CENTERCAL, LLC,
a Delaware limited liability company
By: CENTERCAL, LLC,
a Delaware limited liability company
By: CENTERCAL ASSOCIATES, LLC,
a Delaware limited liability company
B...�.
Prmt i 1 w�
By:
Print Name; rasp
Print Title:,r
Page 3 of 3
Agreement No. 6261A
Exhibit D
GOLF COURSE AND PREMISES IMPROVEMENTS
GOLF COURSE IMPROVEMENTS
Lessee and a Task Force appointed by the City Council shall work together and
reasonably cooperate for purposes of preparing a preliminary and conceptual design of
the following golf course and clubhouse improvements to be presented to the City
Council for approval consistent with the Lease provisions. The final design shall be
consistent with the conceptual design. During the course of design and ultimate
construction, a "standard of quality" shall be maintained throughout the newly
constructed facility as mutually agreed upon by both parties. The use of the word
"Quality" in this agreement is intended to mean that the building, building materials and
furnishings shall convey design interest and coordination, craftsmanship and use of
durable and visually attractive finishes and materials. With respect to the design of the
improvements to the course itself, "Quality" is intended to mean that, in consultation with
an approved golf course architect, the safety of the facility shall be maintained or
improved, that the level of difficulty in playing the course shall be maintained or
improved. In both the case of the buildings and the course improvements, the City's
intent is that they shall be of the same, or better quality than what currently exist. This
exhibit contains photos of the existing facility as examples of the current level of quality.
The facility is intended to be in "turn -key" condition at the time of completion meaning
that the Lessee shall provide a facility that is furnished and ready for operations.
➢ Construction of new pro shop at approximately 2,500 square feet interior
usable/lease able area. Detailed below are some of the key building
improvements anticipated:
o Facility Generally — Facility shall include a security camera system that
provides surveillance of the interior and exterior of the facility to the
satisfaction of the ESPD.
o Limited Golf Shop Area/Starter Desk — The newly constructed structure
shall contain a segregated area for a pro -shop and starter/check-in desk
as one combined unit. Generally, this facility will be equipped with
sufficient desk space to facilitate placement of a computer, phone and
cash register with desk space providing glass surfaces such that display
shelving is readily accessible by employees and for display of soft goods
as a part of pro -shop operations. This facility will include internet and
phone cabling along with standard electrical outlets installed as provided
for in the latest version of the California Building and Electrical Code.
There will be sufficient space for both the retail storage and display of
retail goods within the pro shop.
av74,3+1W. February 15, 2022
Agreement No. 6261A
o Restrooms — separate male and female restrooms, fully ADA compliant to
specifications that are current as of construction year. Restrooms shall
contain the amount of fixture units consistent with city code and capacity
for the facility and be consistent with the existing clubhouse (including
installation of soap dispensers, hand drying devices and trash
enclosures). Restrooms shall be accessed from the interior of the newly
constructed facility.
o Management Office — within the described (structure) a separate office
for management operations shall be included. This office shall include a
door and adequate space for a wall safe as required by current
permitting policy.
o Caf /Bar with seating area — The facility shall be sufficiently constructed
to include wiring for sound and wi-fi capabilities. Additionally, televisions
of sufficient size (55") shall be included and mounted on the interior and
potentially on the exterior patio areas. Exterior television equipment shall
be constructed with exterior placement/waterproof integrity. Indoor snack
bar portion of facility shall consist of sufficient square footage to maintain
and operate a small commercial kitchen with equipment, such as a
commercial grade reach -in freezer and cooling units, a three
compartment sink, mop closet, griddle (with grill), microwave, dishwasher
and/or fryer. New facility shall also contain sufficient space for and include
an ice making machine and soft drink dispenser (typically vendor
provided) as well as a counter with sufficient space to refrigerate and
serve numerous beer choices. All equipment shall be included and will be
further outlined through the collaborative efforts with the Taskforce during
the design process. Dining area should be able to accommodate 20-30
guests and in accordance with established lA County Health Department
guidelines.
o To the extent practical, all equipment that is in good repair at the existing
facility, not past its useful life shall be utilized and installed at the new
facility.
o Outdoor patio,space with seating area — Outdoor space shall include hard
floor surfaces (i.e. concrete or other approved material) and maintain
position directly adjacent to the snack bar entry. Generally this will be at
least 750 square feet with some or all the area covered. The Covered
outdoor area shall be of sufficient size to accommodate adequate seating
for 15-20. The balance of outdoor dining area (which may not be covered)
shall accommodate seating for at least an additional 20-35 This area shall
also be equipped with appropriate space heaters, lighting and outdoor
furniture/seating.
Ltl�a-11? February 15, 2022
Agreement No. 6261A
➢ Construction of a practice putting green and practice chipping/bunker area with
the putting green surface area being no less than 4,500 square feet with the intent
being that the area shall be the maximum allowable by the physical constraints of
the site. Prior to construction, the existing putting green surface area shall be given
sole and exclusive priority to the golf course putting green. Any remainder putting
green may be utilized as a putting green within the TopGolf site.
➢ Screening poles and safety netting will be installed to ensure the safety of golfers,
the public, automobiles, and surrounding properties and rights of way per golf course
architect recommendations
➢ Golf course modifications:
o Upon completion of construction, the golf course with described
improvements shall maintain or increase in degree of difficulty compared
to its current condition. The approved Golf Course Architect shall provide
an assessment of difficulty of the course before and after; Lessee will
maintain and or improve the difficulty of the golf course.
o The overall final design of the golf course after modifications shall
maintain a level of safety consistent or safer than existing conditions. For
the purposes of determining golf course safety, the golf course architect
will determine the degree of safety through the use of industry -accepted
guidelines including dispersion analysis and assumptions that 90% of golf
shots are within 14 degrees from the intended target line in any given golf
hole.
o Construction of new Hole #1 tee box,and bunkers,
o Construction of new Hole #2 tee box and green.
o Construction of new Hole#3 green, -burrkery and tee box.
o Hole #3 will be redesigned in such a fashion to maintain a minimum Par 3
and incorporate the northern bod of water feature.
- Construction of new Hoke tee Y,iox, bunkers and green.
o Construction of new Hole #5 tee box.and green,.
Constructon of new k...ioie 6, #7 & , £ tree Ibox, Ibu..uu leers and ii,.eeun,
o Construction of new Hole #9 iin Its eintirety iiruclludiirng tee box, fairway,
bu.,m ker & greenn,,
hates-14a44, H6r,1' a 2 February 15, 2022
Agreement No. 6261A
o Construction of new Hole #10 tee box and green.
o Where possible, the existing tee boxes shall be leveled and lengthened.
Lessee shall make every effort (within the project scope and budget) in
consultation with an approved golf course architect (approved mutually by
the Lessee and City), to expand tee boxes. The intention of this effort is to
increase yardage from tee boxes to holes to achieve the yardage for a
nine hole course within the footprint as possible. The total current
yardage of play for the existing nine -hole course is approximately 1,340
yards from the white tee line (Men's).
o Lessee to add bunkers and/or sand traps to the north side of hole number
8 with the intention of increasing speed of play. Placement, sizing and
number of bunkers and/or sand traps will be based upon approved golf
course architect recommendations.
o When possible, Lessee shall utilize existing and available poles and netting
not otherwise repurposed by TopGolf project.
o Lessee shall install lighting on the golf course to allow for night time play on
the course.
4J,%-AeBww 4- 5 kW-2 February 15, 2022
Agreement No. 6261A
PREMISES IMPROVEMENTS
• Construction of the Top Golf Driving Range and Facility in accordance with
Sections 4.1 and 12.1 of the Lease.
Rep lacement/re I ocation of the existing net poles with the Top Golf required
poles, which will adhere to all building and safety codes, SCE safety standards
and other applicable safety standards. Any/all poles not specifically used in the
construction of the TopGolf facility shall be repurposed, to the extent possible, for
the golf course modifications.
Expansion of the existing parking which shall extend over the area where Hole #1
is currently located on the golf course and provide adequate parking per city code.
During the design process, the City shall determine the number and location of
parking spaces that will be reserved (during the hours of operation of the Lakes)
for patrons of the Lakes golf course, consistent with Section 5.4 of this Lease and
subject to the terms and conditions of the approved Required Project Entitlements
(as defined in the Lease). Should parking conflicts arise after the commencement
of joint use of the parking facility, the City and the Lessee shall mutually
cooperate and work together to implement parking control measures to further
reserve parking spaces by use of patrons of the Lakes.
q-Ae{jgeq-$44466 aW February 15, 2022