HomeMy WebLinkAboutReso - CC - 127-2022DocuSign Envelope ID: ABF3931C-632D-4459-85B6-A95764DC90CD
RESOLUTION NO.127-2022
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME
APPROVING A GROUND LEASE BETWEEN THE CITY OF BURLINGAME AND
TOPGOLF USA BURLINGAME, LLC, FOR THE PROPERTY AT 250 ANZA
BOULEVARD, AND AUTHORIZING THE CITY MANAGER TO EXECUTE AND TAKE
ACTIONS IN FURTHERANCE OF THE GROUND LEASE (CEQA REVIEW:
MITIGATED NEGATIVE DECLARATION PREVIOUSLY ADOPTED ON MAY 11, 2020;
EXEMPT UNDER CEQA GUIDELINES 15061(b)(3))
WHEREAS, the City of Burlingame is the owner of the 13 -acre parcel located at 250
Anza Boulevard, adjacent to the Burlingame Soccer Complex, commonly known as
Murray Field, which is currently leased to the operator of the Burlingame Golf Center as
a driving range (the "Property"); and
WHEREAS, on June 20, 2016, the City issued a Request for Proposals (RFP) for the
lease management of the Property for the operation of golf or other recreational or
entertainment activities that would be open to the public; and
WHEREAS, on March 21, 2017, the City Council selected Topgolf as the preferred
operator for the Property, based on their proposal to construct a new golf -centered
commercial recreation and sports complex; and
WHEREAS, on June 3, 2017, the City Council approved a Term Sheet that would be
the basis for the Ground Lease and addresses deal points including the term of the
lease, rent payment, community benefits, fees, and sustainability measures; and
WHEREAS, on May 21, 2018, the City Council approved an Exclusive Negotiating
Agreement with Topgolf, that required the City and Topgolf to negotiate exclusively with
each other the terms of a lease for Topgolf to develop the Property; and
WHEREAS, the City and Topgolf have continuously and regularly met since 2018 to
exclusively negotiate the terms of a Ground Lease for the Property; and
WHEREAS, on May 11, 2020, the Planning Commission approved all discretionary land
use entitlements for the Topgolf facility that will be constructed on the Property,
including a Mitigated Negative Declaration that analyzed the Project's potential
environmental impacts, Design Review and a Conditional Permit; and
WHEREAS, the land use approvals were not appealed by or to the City Council and
therefore became effective on May 22, 2020; and
WHEREAS, the City and Topgolf have completed the negotiation of the Ground Lease,
which requires Topgolf to make rental payments in accordance with the prior approved
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term sheet, with a construction base rent in the amount of $5,000 per month, and base
rent for the first 20 years after completion of the Project as follows:
• Years 1 — 5: $1,500,000
per year,
$125,000 per month;
• Years 6 — 10: $1,650,000
per year,
$137,500 per month;
• Years 11 — 15: $1,815,000
per year,
$151,250 per month; and
• Years 16 — 20: $1,996,500
per year,
$166,375 per month.
paid in equal monthly installments of
paid in equal monthly installments of
paid in equal monthly installments of
paid in equal monthly installments of
WHEREAS, the Ground Lease also includes, among other things, a possible lease
extension for an additional 20 years, requirements for landfill monitoring and
coordination to ensure environmental safety and compliance, the requirement for
Topgolf to pay prevailing wages, construction and use requirements to ensure
compliance with the Project approvals and coordination with neighboring properties,
and liquidated damages and escrow funds to protect the City in the event of default;
and
WHEREAS, the City Council has declared the Property to be Exempt Surplus Property
pursuant to a Resolution adopted on October 17, 2022, prior to adoption of this
Resolution.
NOW, THEREFORE, BASED ON THE STAFF REPORT, AND THE WRITTEN AND
ORAL TESTIMONY AT THE HEARING, THE CITY COUNCIL OF THE CITY OF
BURLINGAME RESOLVES AND ORDERS AS FOLLOWS:
1. The above recitals are true and correct and are material to this Resolution and
are incorporated into this Resolution as findings of the City Council.
2. The City Council hereby finds that the environmental impacts of the Project were
previously analyzed in a Mitigated Negative Declaration (the "MND") approved by the
City's Planning Commission on May 11, 2020, and effective as of May 22, 2020, and
that there is no new information or changes to the Project that would require
subsequent review under California Environmental Quality Act ("CEQA") Guidelines
15162. The City Council further finds that approval of the Ground Lease is exempt
pursuant to CEQA Guidelines 15061(b)(3), in that approval of the Ground Lease will not
have an impact on the environment. Since the date of approval of the MND, the Project
has not changed and there is no new information that would impact the prior
environmental review or create any new significant impacts. The Ground Lease is
consistent with the Project approvals and requires that the Project be constructed in
accordance with the land use approvals and MND. Further, the Ground Lease includes
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business terms regarding Topgolf's use and development of the Site, which do not have
an environmental impact. Therefore, approval of the Ground Lease is addressed under
the MND and no subsequent environmental review is required. Further, approval of the
Ground Lease is exempt under CEQA as it can be seen with certainty that approval of
the business terms of the Ground Lease does not create an environmental Impact. No
additional environmental review is required.
3. The City Council of the City of Burlingame hereby authorizes and approves the
Ground Lease, between City of Burlingame and Topgolf USA Burlingame, LLC, for the
Property at 250 Anza Boulevard, substantially in the form attached hereto.
4. The City Manager is hereby authorized and directed to execute the Ground
Lease for and on behalf of the City of Burlingame, subject to such minor modifications
as may be approved by the City Manager in consultation with the City Attorney. The
City Manager is further authorized to take any actions and to execute any other
documents, including with limitation the Easement Agreement and Escrow Agreement
attached to the Ground Lease, necessary to effectuate the terms of the Ground Lease.
Ricardo Ortiz, Mayor
I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that
the foregoing Resolution was introduced at a regular meeting of the City council held on
the 17th day of October, 2022, and was adopted thereafter by the following vote:
AYES: Councilmembers: BEACH, BROWNRIGG, COLSON, O'BRIEN
KEIGHRAN, ORTIZ
NOES: Councilmembers: NONE
ABSENT: Councilmembers: NONE
ABSTAIN: Councilmembers: NONE
Meaghan Hassel -Shearer, City Clerk