RESOLUTION NO. 23-122
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN CLEMENTE, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF A TERM SHEET WITH SALTY TURF, LLC FOR THE DEVELOPMENT OF A MINIATURE GOLF COURSE AT THE VISTA HERMOSA SPORTS PARK WHEREAS, the City owns the land located at 987 Avenida Vista Hermosa called the Vista Hermosa Sports Park (“Sports Park”) which operates as a public park and recreation facility; and WHEREAS, the master plan for the Sports Park allows for the use of a portion of land, as designated through the “La Pata Vista Hermosa Sports Park Land Use Map” to be developed through the terms of a lease agreement for public recreation purposes; and WHEREAS, at its May 2, 2023 meeting, the City Council authorized the City Manager to begin negotiations with Salty Turf, LLC for the development of a 36-hole miniature golf course at the Sports Park open to the public; and WHEREAS, the execution of a term sheet will allow the City and Salty Turf confirm their current intentions with respect to the key provisions and work towards the next steps in the process, including evaluation under and compliance with the California Environmental Quality Act.
NOW, THEREFORE, the City Council of the City of San Clemente does hereby resolve as follows:
Section 1. The City Manager is authorized to execute the Term Sheet with Salty Turf, LLC, which is attached hereto as Exhibit “A” and is fully incorporated herein by this reference.
Section 2. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.
PASSED AND ADOPTED this _____ day of ____________________, 2023.
ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §
CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 23-122 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:
AYES:
NOES:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
_________________________
Elizabeth A. Mitchell, City Attorney
Exhibit A
Term Sheet
The City of San Clemente, California (“City”) and Salty Turf, LLC (“Developer”) (collectively the “Parties”) intend to enter into a Development Agreement concerning the development of a certain parcel located in San Clemente, California that the City owns located at 987 Avenida Vista Hermosa for City use as leased public recreational activities, as described herein (“Project Site”).
This Preliminary Term Sheet (this “Term Sheet”) is an expression of interest only and is not meant to be binding on the parties now or in the future.
Project Name: Miniature Golf Facility at Vista Hermosa Sports Park Developer/Lessee: Salty Turf, LLC
Development Objective: Development of a 36-hole miniature golf facility on city-owned parkland that will be open to the public at a nominal fee.
Conditions:
Developer shall be duly registered and authorized to do business in the State of California.
Developer’s rights pertain to the development of the Project Site. Developer shall spend at least $2.3 million in capital improvements to construct a 36-hole miniature golf facility at the Project Site for City use and public recreation pursuant to a Development Agreement that will be the subject of further negotiations between the Parties. Project design shall be subject to City Council approval. Developer must apply for and obtain a conditional use permit.
Monthly Rent. Monthly rent payable to the City by Salty Turf will be equal to seven percent (7.0%) of the total gross revenues, but under no circumstances less than $8,500 per month (“Base Rent”). At Year Five (5) of the Agreement, the Base Rent shall increase based on the Consumer Price Index (“CPI”), not to exceed five-percent (5%).
Lease Term. The Parties contemplate a ten (10) year lease term with two (2) extension options of ten (10) years each.
Restrictions on Private Events. The miniature golf facility shall be generally open to the public. The Developer cannot rent out the facility for private events more than 4 times per month.
Indemnity. The Development Agreement and Lease Agreement will require that Salty Turf defend and indemnify the City from and against all claims, lawsuits, administrative proceedings, damages, fines, penalties and costs, including attorney fees, in a form acceptable to both Parties.
As between the City and Developer, Developer will be responsible for managing the construction of and all costs of the development and operations. In addition, as between the City and Developer, Developer will be responsible for any cost overruns in connection with the Project. Development and construction costs will include any required survey work, including an environmental analysis of the project that conforms with the requirements of the California Environmental Quality Act (“CEQA”) and any updates to the environmental or master plan documents. The City will have no obligation to pay for any portion of the development of the Project or any ancillary development, including any cost associated with the environmental remediation of the Leased Premises.
Following the completion of the CEQA process, the San Clemente City Council will consider in open session a Development Agreement and/or Lease Agreement consistent with the terms and conditions in this Term Sheet in form(s) to be negotiated between the Parties.
As this Term Sheet is an expression of intent of the Parties and an agreement to negotiate a final agreement(s) in good faith and, accordingly, neither Party shall be legally bound until the execution of a final Development Agreement and/or Lease Agreement, which shall be binding on the Parties.
The parties understand and agree that unless and until a definitive agreement(s) has been executed by City and Developer and delivered, no contract or agreement providing for a transaction between the Parties shall be deemed to exist, and neither Party will be under any legal obligation of any kind whatsoever with respect to a transaction, including any obligation to negotiate, by virtue of this non-binding Term Sheet or any written or oral expression thereof.
In witness whereof, the Parties have signed this instrument this ____ day of ______, 2023.
CITY OF SAN CLEMENTE
By: __________________________ Andy Hall, City Manager Dated: _______________________
APPROVED AS TO FORM:
By: ___________________________
Elizabeth Mitchell, City Attorney
SALTY TURF LLC,
a Delaware limited liability company
By: _____________________________
_______________, General Manager
Dated: __________________________
Resolution No. 23-122 Page 2
ATTACHMENT 1