CONTRACT 4972C AmendmentAgreement No. 4972C
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code � 6103
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF EL SEGUNDO,
CDC MAR EAST CAMPUS 1 LLC, 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
65331,00005\345919243
Agreement No. 4972C
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
This Second Amendment to Development Agreement ("Second Amendment") is made and
entered into by and between the CITY OF EL SEGUNDO ("City"), a general law city and
municipal corporation, RAYTHEON COMPANY ("Developer" or "RAYTHEON"), a Delaware
corporation, and CDC MAR EAST CAMPUS 1 LLC ("CDC MAR"), a California limited
liability company, as of this, 2022, City, CDC MAR and Developer are also
individually referred to as "Party" and llectively as "Parties."
RECITALS
WHEREAS, the City and Developer entered into a Development Agreement
("Agreement") on or about the 24th day of March, 2016 with respect to the real property
identified in Exhibit A hereto; and
WHEREAS, the City and Developer entered into that certain First Amendment to the
Agreement ("First Amendment") on or about November 5, 2019; and
WHEREAS, Developer and CDC MAR executed that certain Assignment and Assumption
Agreement recorded April 4, 2021 as County of Los Angeles Recorder's Office document No.
20210545516, by which CDC MAR became a part of the Agreement and First Amendment; and
WHEREAS, the Parties now desire to amend the Agreement with this Second 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, CDC MAR and Developer agree as follows:
1. Section 1 of the Agreement ("Definitions") shall be amended as following:
"Effective Date" shall be amended to include the following definition:
As to the Second Amendment, the Effective Date shall be the date of the Enabling
Ordinance as to the Second Amendment.
"Enabling Ordinance" shall be amended to include the following definition:
As to the Second Amendment, the enabling ordinance is Ordinance No. 1631
"Project Approvals" shall be amended to include the following items:
65331.00005 \34591924.3
Agreement No. 4972C
• First Amendment to the Development Agreement between City and Developer
dated November 5, 2019;
Plan");
• Minor Modifications to Specific Plan 11-01 Revision A ("Modified Specific
• This Second Amendment (DA 11-02);
• Addendum to the Raytheon El Segundo South Campus Specific Plan Project Final
EIR (SCH# 2012101081);
• Environmental Assessment No. EA- 1305
• Vesting Subdivision Map No. 83507 (21-02) as approved by Resolution No. 5291.
• Site Plan Review 21-01 and Planning Commission Resolution 2903 (Sports
Facility)
Site Plan Review 21-02 and Planning Commission Resolution 2904 (Storage
Facility)
"Sports Complex Project" means the building of no more than 150,000 square feet of
building area and sports practice and workout facilities on approximately 14 acres of land for use
by the Los Angeles Chargers Headquarters and practice facilities which is more specifically
described in the Project Approvals.
2. Revised Exhibit F and Exhibit G (referenced below) and new Exhibit H are
attached hereto and incorporated herein by this reference.
3. Section 7.10 is hereby added to read as follows:
"7.10 Relocation Project.
If and only if the Recreation Facilities Use Agreement ("RFUA") in the form attached hereto
and incorporated herein by this reference as Revised Exhibit D is executed by RAYTHEON and
the City and is in full force and effect, the relocation of the existing uses within Buildings E-20
and E-21 to one or more new buildings that will be constructed on Parcel 18 of the Modified
Specific Plan ("Relocation Project"), shall be deemed to not trigger the requirements of Section
7.1.2 or 7.2.1 above, provided said new building or buildings have a total net square footage less
than or equal to the combined net square footage of Buildings E-20 and E-21 as described in
Exhibit B.
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Agreement No. 4972C
4. The Agreement and First Amendment are amended such that all references to
Parcels 1 through 26 in the Agreement shall refer to those Parcels as they are depicted in
Exhibit 5 to the Modified Specific Plan rather than in Vesting Map No. 71551 or Vesting
Map No. 83507.
5. Section 9.4 is hereby added to read as follows:
"9.4 The Sports Complex Project and the Relocation Project shall not trigger the
requirements of Sections 9 of this Agreement, including sections 9.1, 9.2, or 9.3 of this
Agreement which are alternative options for Raytheon or CDC Mar to meet the
requirements of Section 9 of this Agreement. If the City receives the first $1 million
payment pursuant to Section, and it is not subsequently required to return it to CDC Mar,
then the 7.54 acre requirement set forth in Section 9, shall be reduced to 7.34 acres.
6. Section 10.4 is hereby added to read as follows:
10.4 CDC/MAR Payment and Land Dedication to the City
a. Upon City's final approval of the items listed under "Project Approvals" above,
CDC MAR shall deposit with the City $1,000,000. The $1,000,000 once deposited with the City
shall be non-refundable to CDC MAR and shall only be used by the City for Approved
Expenditures for the Urho Saari Swim Stadium ("The Plunge") as defined below in subsection (b).
b. The use of the Deposit shall be limited to capital projects for The Plunge,
specifically hard and soft costs of the City Council -approved project (the "Approved
Expenditures").
C. In addition to subsection (a) above, CDC MAR shall deposit into an escrow account
$2,000,000 ("the "Deposit") upon CDC MAR purchase of the land required for the Sports
Complex Project which shall take place within 10 days of the date that all of the entitlements
required for the Sports Complex Project are approved and past all applicable challenge periods
(the "Close of Escrow") and in no event later than six months after the Effective Date unless a
legal challenge is filed challenging said entitlements. If a legal challenge is filed, the time period
for depositing the $2,000,000 into escrow shall be the later of the (i) Close of Escrow, or (ii) six
months after the date that the litigation is fully adjudicated by a court of competent jurisdiction or
is settled by the parties thereto.
d. The Deposit shall be released from the escrow account to the City in phases as
follows: (1) $1,000,000 upon the City's issuance of a building permit for construction of the Sports
Complex Project; and (2) $1,000,000 upon City's issuance of the permanent certificate of
occupancy for the entire Sports Complex Project (the "Permanent C of O").
e. Except as set forth in Section 10.4.g., once an amount has been released from
escrow to the City, the City shall be entitled to keep and use such amount; however the amounts
received by the City shall only be used for Approved Expenditures
f. If no building permit is issued for the Sports Complex Project within twelve (12)
months of the Effective Date, the Deposit shall be released to CDC MAR.
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Agreement No. 4972C
g. Within 12 months of the recording of the final Map for the Sports Complex Project,
CDC Mar will offer for dedication to the City the approximate two acres of property identified in
Exhibit H. This offer of dedication is separate and distinct from the obligations set forth in Section
9 of this Agreement and does not offset or alter the requirements of Section 9.
h. If the approximate three (3) acres of land that is being transferred by Raytheon to
CDC Mar for purposes of constructing the Sports Complex Project (Described in Exhibit G), which
acreage was part of Phase IV is not developed for purposes of the Sports Complex Project within
the time periods set forth above, then the right to develop the three acres for the Sports Complex
Project shall terminate and either CDC Mar may (i) transfer the three acres back to Raytheon
(subject to Raytheon's sole discretion) and the parcels will be reconfigured to the substantially
conform to their legal descriptions and the three acres will be returned to Phase IV, and the City
will return any payments it has received pursuant to this Section 10.4 to CDC MAR, or (ii) the
City Council has the right in its sole discretion to approve another development or structure(s) to
be built on the three acres. Additionally, if the Sports Complex Projects does not proceed then the
suspension of the transfer of development rights will apply to the three acres described on Exhibit
G unless and until the City has approved a project or building pursuant to this Section 10.4.g.
i. The City and CDC MAR designate First American as the escrow company and shall
provide written instructions to same consistent with the terms of this Second Amendment.
7. Section 4.14 is hereby added to read as follows:
Section 4.14: Transfe1° oC" Develo meat Ri lits: Any right to transfer development rights
as provided for in the Project Approvals is hereby suspended with regard to properties
located within Phase III and Phase IV in Exhibit F unless and until the requirements of
Section 9 of this Agreement are satisfied and either 9.1, 9.2, or 9.3 have been implemented.
This Section shall not apply to Phases I and II in Exhibit F.
8. Section 23 ("Notices") is hereby amendment to include the following:
To CDC MAR: CDC MAR East Campus 1 LLC
c/o Continental Development Corporation
2041 Rosecrans Avenue, Suite 200
El Segundo, CA 90245
Attn: Richard C. Lundquist
Email: rundquist@continentaldevelopment.com
With a copy to: Continental Development Corporation
2041 Rosecrans Avenue, Suite 200
El Segundo, CA 90245
Attn: Alex J. Rose.
Email: arose@continentaldevelopment.com
and
Mar Ventures, Inc.
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65331.00005 \34591924.3
Agreement No. 4972C
721 N. Douglas Street
El Segundo, CA 90245
Attn: Allan W. Mackenzie
Email: allan.mackenzie@marventures.com
PTIT41
Best Best & Krieger
300 S. Grand Ave, Suite 2500
Los Angeles, CA 90071
Attn: Seth Merewitz, Esq.
Email: seth.merewitz@bbklaw.com
8. Except with respect to the specific changes made in this Second Amendment, the
entire Agreement and First Amendment shall remain in full force and effect and not be amended
or superseded by this Second Amendment. Furthermore, each parry represents and warrants that
to its knowledge that the other party has fulfilled those obligations that have matured as of the date
of this Second Amendment. The individuals and parties executing the Agreement below,
respectively warrant and represent that they have the authority to execute this Agreement.
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Agreement No. 4972C
IN WITNESS WHEREOF, Developer, CDC MAR and City of El Segundo have executed
this Second Amendment on the date first above written.
CITY
CITY OF EL SEGUNDO,
a municipal corporation
DEVELOPER
RAYTHEON COMPANY,
a Delaware corporation
Drew'Boyles, l' a car Name.
Title:
ATTEST:
Tracy WeavUr,
City Clerk
APPROVED AS TO FORM:
Mark 1 nsley,
City A o °ney
CDC MAR
CDC MAR EAST CAMPUS 1 LLC,
a California limited liability company
By: CDC East Campus 1 LLC,
a California limited liability company
Its Managing Member
By: Continental Development Corporation,
a California corporation
Its Managing Member
By:
Name:
Title:
65331.00005\34591924.3
Agreement No. 4972C
CALIFORNIA ACKNOWLEDGMENT
CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California � 1
County of,1 & j&0d-
- J}
On �-�2L before me, ^, � ' A4,a ,r ' � 13 l G
Date Here Insert Name and Title of the Officer
personally appeared
NomqWC1fSigneo'
who proved to me on the basis of satisfactory evidence to be the person whose name is/ subscribed
to the within instrument and acknowledged to me that he ejr exe uteri the same in 1, sl
authorized capacity " ), and that by his/4erftheft signau re(s) on the instrument the person or the entity
upon behalf of which the person acted, executed the instrument.
r ,M PATRICIA HARADA-AU
" ru Notary Public - California
w
Los Angeles County >
Commission N 2239661
My Comm. Expires May 23, 2022
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature -�
Signature of Notary Public
OPTIONAL-:____.................................. ...... ............ .................... r r
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: c µ i �
Document Date:' " Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer - Title(s):
❑ Partner - ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer is Representing .
02018 National Notary Association
Signer's Name:
❑ Corporate Officer - Title(s):
❑ Partner - ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer is Representing: ......... _.....
11
Agreement No. 4972C
IN WITNESS WHEREOF, Developer, CDC MAR and City of El Segundo have executed
this Second Amendment on the date first above written.
CITY
DEVELOPER
CITY OF EL SEGUNDO, RAYTHEON COMPANY,
a municipal corporation a Delaware corporation
t— ` �`
�_...... _..WW.... Name:
_....� ............
Drew Boyles, Mayor V; c�F-d F;e-1
Title: Sr. 0,rq se,µ
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
Mark Hensley,
City Attorney
CDC MAR
CDC MAR EAST CAMPUS 1 LLC,
a California limited liability company
By: CDC East Campus I LLC,
a California limited liability company
Its Managing Member
By: Continental Development Corporation,
a California corporation
Its Managing Member
By:__
Name:
Title:
65331.00005\34591924.3
Agreement No. 4972C
State of Connecticut
SS: Fairfield
County of Fairfield
On this, the J day of 20 '� , before me a Notary Public, the
undersigned officer, personally appeared Richard Field, the Senior Director Real Estate &
Portfolio Strategy, who being duly sworn according to law, acknowledges himself to be an
officer of said entity, and that he, as such officer, being authorized to do so, executed and
acknowledged the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOFF, I have hereunto set my hand and official seal.
_.....
Notary Public
TFV4 M. nELD
�" Wary Rum, 00�&. of Gort,�3 s�
Agreement No. 4972C
IN WITNESS WHEREOF, Developer, CDC MAR and City of El Segundo have executed
this Second Amendment on the date first above written.
CITY
CITY OF EL SEGUNDO,
a municipal corporation
Drew Boyles, Mayor
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
Mark Hensley,
City Attorney
CDC MAR
CDC MAR EAST CAMPUS 1 LLC,
a California limited liability company
DEVELOPER
RAYTHEON COMPANY,
a Delaware corporation
By: —
Name:
Title:
By: CDC East Campus 1 LLC,
a California limited liability company
Its Managing Member
By: Continental Deve
a California c 1,
Its Mara xi¢2 _3
By:
N ane:..
Title: VIce
65331 00005\34591924.3
Agreement No. 4972C
ACKNOWLEDGEMENT
.�...... ....................... _
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Los Angeles
On January 14, 2022 before me, Ester C' . 1� 1� n ladd� biota Public, personally
appeared Alex J. Rose, who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized cNaefty, and that by his signature on the
instrument the person, or the entity upon behalf of which the ep rson acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
ESTER
S ry.,�
"s R M. FUNGLADDA
Notary Public - California
i Los Angeles County
Commission a 2250322
My Comm. Expires Aug 15, 2022
(Signature)
65331.00005\34591924,3 2"d Amend to DAgrmnt
Agreement No. 4972C
EXHIBIT A
LEGAL DESCRIPTION
EXHIBIT A
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Agreement No. 4972C
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 DUNE 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 THE
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
Agreement No. 4972C
DEVELOPMENT AGREEMENT
SECOND_ AMENDMENT
EXHIBIT D
RFUA
EXHIBIT D
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Agreement No. 4972C
Agreement 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 January, 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. Citv's Use of RTX Recreat oral 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
653 31.00002\34261898.3
Agreement No. 4972C
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 ot` 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. RT.X and. CityS, liedulin . 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. City"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 ExIiibit.
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. Cony fiance with RJ"X pules and Regulations. 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. Maintelaance Obli Lations Acc slb... illy ty. 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. 4972C
Agreement No. 4972D
ADA access to the Recreational Fields and implement such appropriate access measures
in its discretion.
7. Liability Insurance
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. Term: 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. 4972C
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. Com lete 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 Assi ns "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 fart Beneficia Ri lets. 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 authorized representatives, this 2eday ot°d 2022.
CITY OF EL SEGUNDO
Mayor, C of El Segundo
Dated: , 2021
Attest:
TWeave l°a y City Clerk
65331.00002\34261898.3 4
Agreement No. 4972C
Agreement No. 4972D
APPROVED AS TO FORM:
Mark Iflensley, City Attorney
RAYTHEON COMPANY
By;
Name:
Title:
Dated: 2021
653 31, 00002\34261898.3
Agreement No. 4972C
Agreement No. 4972D
APPROVED AS TO FORM:
Mark Hensley, City Attorney
RAYTHEON COMPANY
By: _
Name: Z A e. (d
Title: Sr. 0,re-c- � ee,-1 St.-,4..51
Dated: I .Au Id'`` , 202Z
65331.00002\34261898.3
Agreement No. 4972C
RFUA EXHIBIT "A"
RECREATIONAL FIELDS
6533L00002\3426i898 3
Agreement No. 4972D
M
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. 4972C
Agreement No. 4972D
RFUA EXHIBIT "B"
CITY POLICY
[Insert 2015 Athletic Field/Facility Use and Allocation Policy]
65331 00002\34261898.3
Agreement No. 4972C
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 "CPO
Agreement No. 4972C
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. Facilily 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. Ent on and Use of Ra heon Properly: 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. Facilit 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 cmbanks ra theon.com .: 1p-505-9677 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. 4972C
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. Disputes & 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. Publici : 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.
io. (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.
4
Agreement No. 4972C
Agreement No. 4972D
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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 .i.benneft@ra)dheon.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
3
Agreement No. 4972C
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:
Date:
4
2022
Agreement No. 4972C
DEVELOPMENT AGREEMENT
SECOND AMENDMENT
EXHIBIT P ,
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DEVELOPMENT A GREEME T
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Agreement No. 4972C
DEVELOPMENT AGREEMENT
SECOND AMENDMENT
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