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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 6 0 > NOT A uj PART 0 m EXHIBIT F aim. Agreement No. 4972A EL SEGUNDO BOULEVARD ,.znz KKKxK, %z zxBzKx �mxxxKxzxx zxKxxxxxxxxl x K G El PHASE I : u PHASE II ++ PHASE III PHASE IV x K + 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 � T'' "I AE A.. VO,LTERO ,JR Notary Public i COMMONWEALTH OF MASSACHUSETTS My Commission Expires On u November 16, 2023 m l auu a luau, Ila ou rn a II Ila 1 m., 114, uu uo h,,„,n„���