CONTRACT 4972A AmendmentRECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO;
CITY CLERK
CITY OF EL SEGUNDO
350 Main Sheet
El Segundo, California 90245
Agreement No. 4972A
EXEMPT FROM RECORDER'S FEES
Pursuant to Govermnent Code § 6103
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF EL SEGUNDO
AND
RAYTHEON COMPANY
THIS AGREEMENT MUST BE RECORDED WITHIN TEN DAYS OF EXECUTION BY
ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT
CODE § 65868.5
Agreement No. 4972A
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This First Amendment to Development Agreement ("First Amendment") is made and
entered into by and between the CITY OF EL SEGUNDO ("City"), a general law city and
municipal corporation, .and RAYTHEON COMPANY ("Developer"), a Delaware corporation, as
of this �0 day of �i k'� ,.c „ 2019. City and Developer are also individually referred to as
"Party" and collectively as "Parties."
RECITALS
WHEREAS, the Parties entered into a Development Agreement ("Agreement") on or about
the 24`x' day of March, 2016 with respect to the real property identified on Exhibit A hereto; and
WHEREAS, the Parties now desire to amend the Agreement with this First Amendment to
further specify phasing of the Project and the timing of certain Project improvements and/or
conditions;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
in this Agreement, City and Developer agree as follows:
1. Section 1 of the Agreement ("Definitions") shall be amended to include the
following definitions:
"Phase I" means the development of any new structure or improvement on any portion of
either Lot 15 or 16 which are depicted on Exhibit F hereto.
"Phase H" means the development of any new structure or improvement on any portion of
Lot 7, 8, 13, 14, 19, 20, 22, 23, or 24 which are depicted on Exhibit F hereto.
"Phase III" means the development of new stricture or improvement on any portion of Lot:
1, 2, 3, 4, 25, or 26 which are depicted on Exhibit F hereto.
"Phase IV" means the development of any structure or improvement on any portion of Lot
5, 6, 9, 10, 11, 12, 17, 18, or 21 which are depicted on Exhibit F hereto.
2. Section 4.10.2 ("Infrastructure Phasing Flexibility") is hereby deleted.
3. Section 4.10.3 ("Infrastructure Completion") is amended to read as follows:
"No building permit or final inspection will be unreasonably withheld, conditioned, or
delayed by City. However, no certificate of occupancy shall be issued for any building until all
public or private infrastructure that will serve it or is required to be constructed pursuant to this
Agreement is constructed by or caused to be constructed by the Developer and inspected, approved
and/or accepted by the Public Works Director and Building Official, or their designees."
4. The first sentence of Section 4.11 ("Term") is hereby amended to read as follows:
99
"The term of this Agreement is fifteen (15) years from the Effective Date (the "Term").
Agreement No. 4972A
5. Section 7.1.2 ("Nash Street") is hereby amended to read as follows:
"The Nash Street extension must be constructed, inspected, approved and/or accepted by
the Public Works Director and Building Official, and/or their designees prior to the issuance of
any certificate of occupancy for any new structure or improvement within Phase II, III or IV or for
any new structure or improvement which would cause the Phase I Development trip cap of 89 a.m.
peak hour, 225 p.m. peak hour trips, or 3,775 daily trips to be exceeded."
6. Section 7.1.4 ("Nash Street) is hereby amended to read as follows:
"When the Nash Street extension is complete Developer must offer for dedication the street
and public improvements associated with the street to City (collectively, "Nash Street
Improvements"). The City will accept the dedication of the Nash Street improvements if it is
constructed in accordance with City standards and as noted in 7.1.2."
7. Section 7.2.1 ("Continental Boulevard Public Access") is hereby amended to read
as follows:
"Prior to the issuance of any Certificate of Occupancy for new structures within Phase III,
Developer must build that portion of the extension of Continental Boulevard roadway that is to be
located on Parcel 25 in a manner consistent with the Secondary Arterial and Collector roadway
classifications, as well as the transition between them, as shown on Vesting Map No. 71551. Prior
to the issuance of any Certificate of Occupancy for any new construction or improvements that
result in a net increase in square footage or a change in use within Phase IV, the Developer must
build the extension of Continental Boulevard roadway that is to be located on Parcel 21 in a manner
consistent with the Collector roadway classification as shown on Vesting Map No. 71551. Parcel
25 must be built prior to, or concurrent with Parcel 21."
8. The following Section 7.9 is hereby added to the Agreement:
"7.9 Transportation and Traffic Miti ation Measures "Fair Share". When noted in the
Mitigation, Monitoring, and Reporting Program's Mitigation Measures TRA -1 through 9
inclusive, the term "fair share" shall be determined by dividing the number of PM peak hour trips
produced by the individual development seeking a Certificate of Occupancy by the total Project
PM peak hour trips Ceiling as noted in City Council Ordinance No. 1516, Exhibit D "Conditions
of Approval" (3,120); multiplied by the total construction value of the TRA -1 through 9
improvements that permit "fair share" contributions as opposed to actual construction, as
submitted by a State -licensed Civil Engineer and accepted and approved by the City Engineer."
9. Section 9 ("Recreational Access") is hereby amended to read as follows:
"9.1 The Specific Plan provides for 7.54 acres of land to be used for Open Space and
Recreational purposes. This land must remain private and only available to Raytheon employees.
However, should Developer sell more than twenty percent (20%) of ESSCSP Campus Area (i.e.,
at least 28.44 acres and not including parcels for which an irrevocable offer of dedication has made
to the City which are located in Phases I through IV), to a user other than Raytheon or a Raytheon
affiliate, Developer must provide non -Raytheon or Raytheon affiliated employees within the
ESSCSP area with permanent access to the 7.54 -acre recreational area within the Campus. The
Agreement No. 4972A
access must be formalized through agreements between Raytheon and the purchaser(s) of the
property.
9.2 Within 30 days of approval of a land transfer of the recreational/open space area to
an alternative parcel and before a building permit may be issued on Parcel 11, the Developer must
record a 20 -year irrevocable offer of dedication of a 7.54 acre recreational/open space area to the
City of El Segundo, in a form approved by the City Attorney, for future potential park purposes if
located on any of the lots (Parcels 1, 2, 3, 4, 7, S, 13 or 14 of Vesting Map No. 7155 1) and outside
the Raytheon security fenced perimeter.
9.3 The Developer acknowledges that under Sections 9.1 and 9.2, the City's strong
preference is that the 7.54 acre recreational / open space be located outside Developer's security
fence perimeter, so that the recreational / open space area may be accessed by the public, and that
the land be developed by the Developer before the offer of dedication is recorded. However, as an
alternative to the requirements of Sections 9.1 and 9.2, prior to development of Phase III, the City
and Developer may agree to explore other means of addressing the requirement for the 7.54 acre
recreational / open space being located within the ESSCSP. Such alternatives may include funding
for offsite recreational / open space within the City as opposed to an on-site reservation of such
space. If terms and conditions of an alternative solution are mutually agreed upon by City and
Developer in their respective sole discretion, the parties shall amend the Agreement and supporting
documentation appropriately."
10. The following addresses shall be used for Section 23 ("Notices") and may be
changed from time to time as provided for in the Agreement:
If to City: City of El Segundo
350 Main Street
El Segundo, California 90245
Attention: City Manager
Phone: 310 524-2301
Fax: 310 322-7137
E -Mail: siititrtick ci.�cISeLILriido.or'�l,
With a Copy to: City of El Segundo
350 Main Street
El Segundo, California 90245
Attn: City Clerk
With a Copy to: City of EI Segundo
350 Main Street
El Segundo, California 90245
Attention: Director of Planning and Building Safety
Phone: 310 524-2346
Fax: 310 322-4167
E-mail: slee@elsegundo.org
Agreement No. 4972A
With a Copy to: City of El Segundo
350 Main Street
El Segundo, California 90245
Attention: Planning Manager
Phone: 310 524-2340
Fax: 310 322-4167
E -Mail: gmeclain@elsegundo.org
With a Copy to: Hensley Law Group
2600 W. Olive Avenue, Suite 500
Burbank, California 91505
Attention: Mark D. Hensley, Esq.
Phone: 818/333-5120
Fax: 818/333-5121
E -Mail: mhensley@hensleylawgroup.com
If to Developer: Raytheon Company
2000 El Segundo Boulevard
Mail Station S158
El Segundo, California 90245
Attention: Director of Facilities and Real Estate
Phone: 310/647-8880
Fax: 310/647-9348
E -Mail: scott_pozza@raytheori.com
With a Copy to: Raytheon Company
2000 El Segundo Boulevard
Mail Station S 175
El Segundo, California 90245
Attention: Senior Manager of Real Estate
Phone: 310/647-2567
Fax: 310/647-9348
E -Mail: aadamsl@raytheon.coma77ailto:aaadaaarsI0r,ravtheon.coan
With a Copy to: Raytheon Company
870 Winter Street
Waltham, MA 02451
Attention: Real Estate Department
Phone: 781/522-3062
Fax: 781/522-6465
Email: jerry_a_cellucci@raytheon.corn
11. Exhibit "D" is hereby deleted as it was a summary of requirements that are set
forth elsewhere in this Agreement and the Project Approvals.
Agreement No. 4972A
12. Except with respect to the specific changes made in this First Amendment, the entire
Agreement shall remain in full force and effect and not be amended or superseded by this First
Amendment. Furthermore, each party represents and warrants that to its knowledge that the other
party has fulfilled those obligations that have matured as of the date of this First Amendment. The
individuals and parties executing the Agreement below, respectively warrant and represent that
they have the authority to execute this Agreement.
IN WITNESS WHEREOF, Developer and City of El Segundo have executed this
Development Agreement on the date first above written.
CITY:
CITY OF EL SEGUNDO,
a municipal corporation
Drew Boyles, eayor
ATTEST:
Tra c er„
Cit Cl µ_.✓
APPROVED AS TO FORM:
Mar ( Hensley,
City Attorney
DEVELOPER:
RAYTHEON COMPANY
Jerry A. Cellucci
Senior Director,
Corporate Real Estate
Agreement No. 4972A
EXHIBIT A
CAMPUS DESCRIPTION
THAT PORTION OF SECTION 18, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO
SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN ON THE MAP FILED IN CASE NO. 11629, SUPERIOR COURT OF SAID
COUNTY ON JUNE 21, 1890, IN THE OFFICE OF THE COUNTY CLERK OF SAID COUNTY, A
COPY OF SAID MAP APPEARING IN THE FILES OF THE COUNTY SURVEYOR OF SAID
COUNTY AS CLERK'S FILED MAP NO. 218, BOUNDED AS FOLLOWS:
BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SECTION 18; BOUNDED ON TIE
EAST BY THE WESTERLY LINE AND THE NORTHERLY PROLONGATION THEREOF OF
TRACT NO. 26556, AS SHOWN ON MAP RECORDED IN BOOK 675 PAGES 93 TO 94 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; BOUNDED ON THE
SOUTHEAST BY THE NORTHWESTERLY LINE OF THE 80 FOOT STRIP OF LAND DESCRIBED
IN THE DEED TO PACIFIC ELECTRIC RAILWAY CO., RECORDED MAY 27, 1913 AS
INSTRUMENT NO. 210 IN BOOK 5750 PAGE 43 OF DEEDS, RECORDS OF SAID COUNTY AND
BOUNDED ON THE SOUTHWEST BY THE NORTHEASTERLY LINE OF THE LAND DESCRIBED
AS PARCEL 2 IN THE DEED TO SOUTHERN CALIFORNIA EDISON COMPANY, RECORDED
MARCH 6, 1930 AS INSTRUMENT NO. 535 IN BOOK 9840 PAGE 33, OFFICIAL RECORDS OF
SAID COUNTY.
EXCEPT THEREFROM, ALL OIL, GAS AND OTHER HYDROCARBONS, GEOTHERMAL
RESOURCES AS DEFINED IN SECTION 6903 OF THE CALIFORNIA PUBLIC RESOURCES CODE
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR NOT,
WITHIN OR THAT MAY BE PRODUCED FROM THE PROPERTY BELOW A DEPTH OF FIVE
HUNDRED (500) FEET, AS RESERVED BY DEED EXECUTED BY CHEVRON U.S.A. INC., A
CORPORATION, RECORDED ON NOVEMBER 28, 1978 AS INSTRUMENT NO. 78-1317577,
WHICH ALSO RECITES, "PROVIDED, HOWEVER, THAT ALL RIGHTS AND INTEREST IN THE
SURFACE OF THE PROPERTY AND THE LAND MASS OF THE PROPERTY TO A DEPTH OF FIVE
HUNDRED (500) FEET ARE HEREBY CONVEYED TO GRANTEE, NO RIGHT OR INTEREST OF
ANY KIND THEREIN, EXPRESS OR IMPLIED, BEING EXCEPTED OR RESERVED TO GRANTOR
EXCEPT AS HEREINAFTER EXPRESSLY SET FORTH."
ASSESSOR'S PARCEL NOs. 4138-014-047 AND 4138-014-013
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Agreement No. 4972A
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Agreement No. 4972A
COMMONWEALTH OF MASSACHUSETTS
On September 25, 2019 before me, the undersigned Notary Public, personally appeared
the above-named Jerry A. Cellucci, proved to me by satisfactory evidence of identification being
a driver's license, to be the person whose name is signed above, and acknowledged the foregoing
to be signed by him voluntarily for its stated purpose, as the duly -authorized Senior Director of
Corporate Real Estate for Raytheon Company.
Thoma A. Voltero, Jr., Notary public
My Commission Expires: November 16, 2023
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AE A.. VO,LTERO ,JR
Notary Public i
COMMONWEALTH OF MASSACHUSETTS
My Commission Expires On
u November 16, 2023
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