CONTRACT 4972D OtherAgreement No. 4972D
RECREATION FACILITY USE AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO AND RAYTHEON COMPANY
REGARDING USE OF RECREATIONAL FIELDS
This Recreation Facility Use Agreement ("Agreement") is entered into by and
between the City of El Segundo ("City") and Raytheon Company, a Delaware corporation
("RTX") as of JanuaryW, 2022.
RECITALS:
A. The City has a lack of recreational fields available for its residents and RTX
owns improved recreational fields and parking lots on the RTX Campus.
B. The City and RTX have had an informal arrangement for many years
concerning the use of the improved recreational fields and parking lots on the RTX
Campus.
C. The City and RTX are now interested in entering into this Agreement for
the City's use of the RTX property for recreational purposes for local employees, residents
and local user groups (collectively, "City Participants") as defined herein.
NOW, THEREFORE, IT IS AGREED:
1. C"itv's Use of RTX Recreational Fields. RTX shall grant the City, subject
to the conditions herein, a non-exclusive license to allow City Participants to use RTX's
improved recreational fields located on the RTX Campus, as set forth herein as Exhibit A
and includes the various types of recreation facilities included in Exhibit A, without
limitation the tennis courts ("Recreational Fields"). The City shall further have a non-
exclusive right to limited parking by City Participants in connection with the Recreational
Field use, as reasonably designated by RTX and as may be adjusted from time to time. All
use by City Participants shall be scheduled in advance and set forth herein as the Recreation
Facilities shall not be open for "drop -by" or unscheduled use by the City Participants. The
City shall be allowed to schedule use of the Recreational Fields for City Participants from
5:00 p.m. to 9:00 p.m. Monday through Friday and from 8:00 a.m. to 9:00 p.m. on the
weekends. Also, the City shall be allowed to schedule use of the Recreation Fields on a
case -by -case basis subject to the reasonable discretion of RTX. The Recreational Fields are
used by employees of RTX and for RTX events and RTX will have first priority in use.
Based upon security and other operational concerns, the joint use by RTX and City
Participants may be allowed at RTX's reasonable discretion for the purpose of limiting the
total number of individuals using the Recreational Fields at the same time or not permitting
incompatible uses on the Recreation Fields at the same times. City Participants shall be
limited to using the Recreational Fields for practice purposes and competitive games
between two or more teams shall not be allowed. Notwithstanding the preceding
provisions, the City shall have the right to schedule play on a minimum of two Rcreational
Fields at all times identified above and RTX employees will have priority use of one
softball field. City participants shall be limited to Recreational Fields for practice purposes
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Agreement No. 4972D
from Monday through Friday and for practice and competitive play purposes on the
weekend, however, RTX retains the right to approve of adult competitive play in its
reasonable discretion. All or portions of the Recreational Fields may be shut down by
RTX in its reasonable discretion for repair purposes to allow for the grass playing field
areas to be reseeded/rejuvenated or repaired and for maintenance or repair purposes of
other facilities.
2. Closure of Fields. RTX has the right in its sole discretion to shut down the
Recreation Fields due to national emergencies, pandemics or other similar situations or due
to local, state or federal mandates or recommendations, or arising from the reasonable
security issues of RTX or its government customers, and the City shall not be able to utilize
the Recreation Fields during such time period.
3. R"'F''X and City Scheduling„. On at least a quarterly basis RTX and the City
shall meet for purposes of allowing the City to schedule use of the Recreation Fields by
City Participants in accordance with the above rights and restrictions. These meetings will
be used to coordinate the scheduling of RTX and the City's use of the fields for purposes
of allowing the City to provide use of the Recreation Fields for City Participants that have
ongoing or seasonal needs for recreation fields. Case -by -case uses that are known in
advance shall also be discussed at these meetings but can also be communicated about at
any time.
4. Ci y's Use Policy. All use of the Recreational Fields, once approved by
RTX as set forth above, shall be administered by and through City. The City has an
approved "Athletic Field/Facility Use and Allocation Policy," as set forth herein as Exhibit
B ("City Policy"). City shall utilize the City Policy (e.g. Process for Obtaining Permits,
Liability Insurance Requirements, Miscellaneous Rules, Trash/Field Clean, Athletic
Field/Facility Use Rules and Regulations, Application and Agreement Request) and
require all users of the Recreational Fields to comply with the relevant provisions and
requirements of the City Policy. Any changes to the City Policy are subject to review by
RTX for use of the Recreational Fields.
5. Compliance with l 1`X,Rules kind Regulation . The use by the City and City
Participants of the Recreational Fields and associated parking shall comply with RTX rules
and regulations, including but not limited to the requirement that City Participants sign a
Use Agreement and Agreement to Release and Indemnify RTX. Failure by any user to
comply with the RTX Park Rules shall result in suspension of the such user's use of the
Recreational Fields. The current TRX rules and regulations and use agreement, and release
and indemnity agreement are attached hereto as Exhibit C and RTX retains the right to
amend these rules, regulations and agreements from time to time in its reasonable
discretion.
6. Mainteliance Obli ations Accessibility. RTX shall be solely responsible
for all maintenance obligations of the Recreational Fields. Unless otherwise expressly
agreed in writing, City shall have no financial liability for the use of the Recreational
Fields. RTX will study the Americans with Disabilities Act ("ADA") to determine potential
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Agreement No. 4972D
ADA access to the Recreational Fields and implement such appropriate access measures
in its discretion.
7. Liability Insurance, lndenmit .
a. RTX shall require liability insurance from City and all users in the
amounts set for in the Liability Insurance Requirements section of the City Policy. City
shall provide, upon request by RTX, evidence of such coverages, which shall name RTX
as an additional insured.
b. The City hereby agree to indemnify and hold RTX harmless from and
against all claims, losses, liabilities, obligations, costs, expenses and damages, whether
incidental, consequential or special, including legal fees and expenses, arising out of (i)
City Participants' use and occupancy on the Recreational Fields pursuant to this
Agreement, (ii) any breach or default on their part in the performance of any of their
obligations under this Agreement, or (iii) any act or negligence of the City or of any of
their agents, contractors, servants, employees or licensees with respect to the Recreational
Fields. The City's indemnity shall not extend to claims, losses, liabilities, obligations,
costs, expenses and damages, whether incidental, consequential or special, including legal
fees and expenses, arising out of the gross negligence or intentional misconduct of RTX.
This indemnity shall survive termination of this Agreement.
8. `I"erns• Termination, This Agreement shall be effective as of January 1,
2022, and shall continue in effect at least until the earlier of (i) January 1, 2036, (ii)
expiration of the Development Agreement between the City and RTX dated March 24,
2016, and any amendments thereto, or (iii) the satisfaction by RTX of the requirements set
forth in Section 9 of such Development Agreement. Thereafter, this Agreement shall be
automatically renewed from year to year, unless either party gives notice to the other party,
on or before May 1 of each year, of its intent to seek amendment or not to renew this
Agreement.
9. Securi1y. The Recreational Fields are located within a secure campus and
all users will be subject to the security requirements of RTX and will be required to be pre -
approved for entry and provide required identification. No one will be admitted that is not
pre -approved by RTX in their sole discretion.
10. Notice. Notices under this Agreement shall be given in writing, by personal
delivery, or first class mail, addressed to:
City of El Segundo
Attn: City Manager
350 Main Street
El Segundo, CA 90245
City of El Segundo
Attn: City Clerk
350 Main Street
653 31.00002\34261898.3
Agreement No. 4972D
El Segundo, CA 90245
Raytheon Company
Attn:
[address]
Either party may change the person or address to which notices shall be given by providing
written notice to the other party.
11. Complete and Final Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained herein, and
represents the complete and final expression of the parties and supersedes any prior written
or oral discussions, negotiations, understandings or agreements between the parties.
12. Successors and Assiatis m Transfer or Sale. No interest in this Agreement
shall be sold, assigned, pledged or alienated in any manner without the written consent of
the other party. This Agreement shall be binding on and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
13. No Third Paq Beneficiary ' lei rh.ts. This Agreement is not intended to and
shall not be construed to give any person or entity other than the parties signatory hereto,
or their respective successors, assigns, heirs and legal representatives any interest or rights
(including without limitation any third party beneficiary rights) with respect to or in
connection with any Agreement or provision contained herein or contemplated hereby.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together constitute
one and the same document.
IN WITNESS WHEREOF, the parties have approved the execution of this
Agreement by their duly authorised representatives, this "day of 2022.
CITY OF EL SEGUNDO
C.........._.�..�.................
Mayor, of El Segundo
Dated: I * 1 , 2021
Attest:
m1"racy"caCity Clerk
65331 00002\34261898 3 4
Agreement No. 4972D
APPROVED AS TO FORM:
Mark icns y, 6 Attorney
RAYTHEON COMPANY
By: ...
Name:
Title:
Dated: , 2021
65331,00002\34261898,3
Agreement No. 4972D
APPROVED AS TO FORM
Mark Hensley, City Attorney
RAYTHEON COMPANY
By: .
/t ti
Name: e- I
Title: Sr. O;r��+• r Q�I �s1-
Dated: 3.nIa ilk , 202Z
65331.00002\34261898.3
RFUA EXHIBIT "A"
RECREATIONAL FIELDS
65331 00002\34261898,3
Agreement No. 4972D
173
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2 sporting events per day
1 softball field
1 soccer field
Picnic area — considered
special event
Tennis courts- special event
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Agreement No. 4972D
RFUA EXHIBIT "B"
CITY POLICY
[Insert 2015 Athletic Field/Facility Use and Allocation Policy]
65331,00002\34261898.3
Agreement No. 4972D
Raytheon Employee Park Rules
Hours: Sunrise to 9:00 p.m.
Prior approval/authorization required to use the park
«� The park is for company use only and is not open to the public- Only employees and their guest
(s) are allowed. Public or special event use must be coordinated through the City of El Segundo
contact Shawn Green 310 227-5937.
• Park guest(s) - Must adhere to all state and local public health guidance and regulations
• Park guest must be accompanied by an employee at all times, unless authorized as an approved
event through the City of El Segundo
• Park guest must clean up after themselves
• Park guest must bring their own equipment and remove the equipment when they leave
• No animals or pets permitted (except for service animals)
• No alcoholic beverages allowed without prior written approval
• The following items and activities are prohibited: golf, baseball, skateboards, skates, bicycles,
boomerangs, kites, model rockets, and powered or remote controlled models or toys
• No vehicles are allowed on the park grounds
• Raytheon assumes no liability for lost or stolen items — use the park at your own risk
To report an emergency, call 310.607.7777
For questions contact Shawn Green 310 227-5937
RFUA EXHIBIT "Cl'
Agreement No. 4972D
Raytheon El Segundo Baseball Field
Use Agreement
And Agreement To Release And Indemnify
On , 2021 ("Effective Date"), Raytheon Company ("Raytheon") hereby
grants "(COMPANY NAME)" permission to enter onto the Raytheon property located at
2000 E. El Segundo Blvd., El Segundo, CA, for the sole purpose of using Raytheon's
baseball field (the "Facility") by (COMPANY NAME)'s participants (hereinafter referred
to as the "Activity"). Raytheon and (COMPANY NAME) understand and agree to the
following:
1. Facility Use License: Raytheon hereby authorizes (COMPANY NAME) and its
participants, including players, families, spectators, umpires and (COMPANY
NAME) officials to enter Raytheon's property to use the Facility, including the
adjacent parking lot and bathrooms.
2. Term: The time periods for this agreement is from ,and may be
extended only if the parties mutually agree in writing.
3. Entry on and Use of Raytheon Property: The Facility is located on a restricted
access property, so (COMPANY NAME) participants must do the following to gain
entry:
a. Enter the property through the gate at the intersection of El Segundo and
Intercontinental Boulevards;
b. Inform the security guard the purpose of the entry;
c. Show photo identification and, if requested, have their vehicle visually
searched (as all cars entering the property are required to do);
d. Park in the lot nearest to the baseball field;
e. Comply with all traffic control signs;
f. Comply with Raytheon Security guidance and instructions to ensure safety at
all times on the property;
g. Comply with all applicable federal, state and local laws and regulations;
h. Depart the property immediately when instructed by Raytheon Security, and
refusal to do so will be treated as trespassing subject to legal enforcement;
and
i. Remove all equipment and trash from the Facility at the end of each day's
use.
4. Facility,Schedule Coordination: To ensure the Facility is available for use on
(COMPANY NAME)'s requested dates and times, (COMPANY NAME) must
coordinate with Chanea Banks crnbanke ra theon.corrr 310-505-9077 at least
30 days in advance of the first use. Raytheon reserves the right to deny any request
for use of the Facility and/or limit access to the Facility with or without advance
notice. However, Raytheon will use reasonable efforts to provide advance notice to
Agreement No. 4972D
(COMPANY NAME) of all scheduling changes and to ensure Security is informed of
(COMPANY NAME)'s scheduled use.
5. Termination: Raytheon may terminate this agreement at any time with a 30-days
advance written notice. In its sole discretion, Raytheon may terminate this
agreement immediately if (COMPANY NAME) participants:
a. Violate Raytheon rules and regulations pertaining to access to the property or
use of the Facility; or
b. Cause damage to the Facility or any other facilities or appurtenances on the
Raytheon property.
6. Dis utes & Remedies:
a. Except as otherwise provided herein, each party's rights and remedies under
this agreement are in addition to its rights and remedies at law or in equity. A
party's failure to enforce any of its rights shall not constitute a waiver of such
rights or of any other rights and shall not be construed as a waiver or
relinquishment of any such provisions, rights or remedies; rather, the same
shall remain in full force and effect.
7. Publicity: A party may only use the other party's name, logo, trademark, service
mark, or trade dress for the purpose of advertising, making a news release, creating
a business reference, creating website content or endorsement, with that party's
prior written consent.
8. Warranty:
9. Raytheon does not warrant the condition of the Facility for (COMPANY NAME)'s
use. (COMPANY NAME) agrees to use the Facility as -is and accepts
responsibility for putting the Facility in the condition needed for its use.
lo. (COMPANY NAME) shall be liable for all damage to the Facility and its
appurtenances caused by (COMPANY NAME) participants, and shall reimburse
Raytheon for reasonable repair or replacement costs, including Raytheon's
reasonable management. costs.
11.Assignment: Neither party may assign this agreement without the other party's prior
written consent.
12. Relationship: This agreement does not constitute or create a joint venture, pooling
arrangement, partnership, or formal business organization of any kind, and the
parties' rights and obligations are only those expressly set forth herein. Neither party
has the authority to bind the other except to the extent expressly authorized herein.
Neither party shall act as an agent for the other.
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Agreement No. 4972D
13. Limitation of Liability
a. Indemnity: In consideration of the permission hereby extended to (COMPANY
NAME) by Raytheon under this agreement, (COMPANY NAME) hereby agrees
to release, indemnify and hold harmless Raytheon (including, but not limited to
its officers, directors, employees, agents, successors and assigns), from any
and all liabilities, losses, damages, costs or expenses, including reasonable
attorneys' fees and costs, for personal injury, property damage or other claims,
known or unknown and whether or not well founded in fact or law, which third
parties or (COMPANY NAME) (including, but not limited to its officers,
directors, employees, agents, successors and assigns) has or may have arising
as a result of the permission extended to (COMPANY NAME) pursuant to this
agreement.
14. Insurance:
a. (COMPANY NAME) shall maintain Commercial General Liability coverage
(including bodily injury and property damage, products / completed operations
coverage and contractual liability coverage) with a limit of $1,000,000 per
occurrence.
b. Upon Raytheon's request, (COMPANY NAME) shall (i) provide Raytheon
with certificates of insurance evidencing required insurance, (ii) arrange for a
waiver of subrogation in favor of Raytheon, and (iii) in the case of the
Commercial General Liability policies direct that Raytheon be added as an
additional insured.
15. Notices: All notices under this agreement shall be in writing and shall be deemed
properly delivered when sent to the other party by (a) certified mail or express mail
at the following address (or such address as a Party designates in writing), or (b) by
email to the following address when the other party confirms receipt of the email.
Raytheon Company
Company Name
2000 E. El Segundo Blvd.
Street Address
M/S E0/E04/P120
City, Zip Code
El Segundo, CA 90254
Supply Chain Management
Contact Name.
ATTN: Kelly Bennett
Phone:
Email: kell' j.bennett raytheon.com
Email:
16. COVID Regulation Compliance: (COMPANY NAME) shall be solely responsible for
compliance with all state and local public health guidance and regulations.
By signing below, (COMPANY NAME) acknowledges that it has read and understands
this agreement. This agreement shall be governed by the laws of the State of
California, which shall be the forum for any actions filed under or incident to this
agreement or to the Activity. If
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Agreement No. 4972D
any portion of this agreement is held invalid, the rest of the document shall continue in
full force and effect.
IN WITNESS WHEREOF, the parties executed this agreement in duplicate originals by
their duly authorized representatives effective as of the day and year last below written.
Raytheon Company
Signature
Name:
Title: Supply Chain Management
Date: 2022
COMPANY NAME
Signature
Name:
Title:
4
Date: , 2022