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CONTRACT 4972C - Recorded Amendment1/28/22, 9:54 AM Batch 13080489 Confirmation C1 0 This page is part of your document - DO NOT DISCARD o l.a �� I� II I � I� IIIII IIIII �� � IIIII �� I� I IIII II II IIII �� Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 01/27/22 AT 01:46PM FEES: TAXES: OTHER: Pagg 0037es: 0.00 0.00 0.00 PAID: 0.00 IIIIhAIIIIIIIIIIIIIIIIIIIIII�nIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIAIII LEADSHEET 00021871067 III IIII III III I II II II I I II II I II III 013105956 SEQ: 01 SECURE - Daily - Time Sensitive IIIIIIIIIIIII IIIIIIIIIIIII IIIIII III III IIIIIIIIIII IIII III III I II I II IIIII I II I I II II II I I II II I I I II III I IIII I III I I I I I III THIS FORM IS NOT TO BE DUPLICATED 20220126DA ent https://gs.secure-recording.com/Batch/Confirmation/l 3080489 1 /2 1 /28/22, 9:54 AM Batch 13080489 Confirmation FOR REFERENCE ONLY: 20220108132 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 65331,00005U4591924.3 https://gs.secure-recording.com/Batch/Confirmation/l 3080489 2/2 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 "Parry" and c 1lectively 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 properly 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: 653 31.00005\34591924,3 • 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 (A# 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. -2- 65 3 31.00005 \345 91924.3 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. -3- 653 31.00005\34591924.3 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: Transfer of Develo ment Ili ghts: 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. 65331.00005\34591924.3 721 N. Douglas Street El Segundo, CA 90245 Attn: Allan W. Mackenzie Email: allan.mackenzie@marventures.com and 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. -5- 653 3 1.00005\345 91924.3 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 By:— Drew B� or�� :........ �: ...� w_�.�...._. � yles,y Name: Title: ATTEST: IV) wim) Tracy Wea City Clerk APPROVED AS TO FORM: Mark ynsley, City A orney 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 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 J} ' .. before me, Oate Here Insert Name and Title of the Officer personally appearedL- NamqWof Signed who proved to me on the basis of satisfactory evidence to be the persZtec whose nary is/ subscribed to the within instrument and acknowledged to me that he/� e e the same in kris h4_4r authorized capacity "), and that by his/heTAtrct sign 're(s) on the instrument the person or the entity upon behaVf of which the perso"n acted, executed the instrument, PATRICIA HARADA-AU Notary Public - California w Los Angeles County > w" Commission N 2239641 " 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 �Notd*ry Public OPTIONAL...... ................_..._.............. _....................... 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: „ 9 Document Date: ...___ Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: �WW ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: --- Signer is Representing: ©2018 National Notary Association Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: _.m., _ ....... Signer is Representing:. 11 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- A— Name: V;c�Wd Ce-l_ Title 'Sr....... D,rec,E-'- j, �t 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 State of Connecticut SS: Fairfield County of Fairfield Or, this, the day of � /1 0 ne e e a Notary Public, the 2 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 STEVEN M, RED wvy Pubric, Slate of Con W7 -4 My (=risim Fxores 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 I 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`lo rn afporation, a CaliforniAcowm, Its Mana 5er By: s: Title wVice 1 65331 ,00005\34591924.3 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, Estee 1. T un ladda, Notary Public, personally appeared Alex J. Rose, who proved to me on the basis of satisfactory evidence to be the ep rson whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized cqpacily, and that by his signature on the instrument the person, or the entity upon behalf of which the person 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. orlm Lrzo�- (Signature) ESTER M.FUNGLADDA Notary Public - California Los Angeles County w Commission # 2250322 ,..� My Comm. Expires Aug 15, 2022 65331.00005\34591924.3 2nd Amend to DAgrmnt EXHIBIT A LEGAL DESCRIPTION EXHIBIT A -I- 653 31.00005\34591924.3 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 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 DEVELOPMENT AGREEMENT SECOND_ AMENDMENT EXHIBIT D RFUA EXHIBIT D -l- 65331 00005\34591924 3 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 JanuaryZ, 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. Cit '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 65331,00002\34261898.3 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. RTX and City chedulit . 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. Cit 's 1f..Jse Polic . 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. Conipliange with RTX 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. Mti�ntenance Ob�fiigations° Accessibili 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 65331.00002\34261898.3 2 ADA access to the Recreational Fields and implement such appropriate access measures in its discretion. 7. LiabilitV Insurarlce• Indemnity. 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 65331.00002\34261898.3 3 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 Assigns; 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 °hhird Party Beneficiary �..iht. 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. 1N WITNESS WHEREOF, the parties have approved the execution of this Agreement by their duly authorized representatives, this 2- day of 2022.. CITY OF EL SEGUNDO P� Mayor, ,._. C of'El Segundo Dated: of , 2021. Attest: ............ Tracy Weave - City Clerk 65331.00002\34261898.3 4 APPROVED AS TO FORM: .... .... Mark le111 ., ",ty Attorney RAYTHEON COMPANY By• Name Title: Dated: 12021 65331 00002\34261898 3 APPROVED AS TO FORM: Mark Hensley, City Attorney RAYTHEON COMPANY By: Name: ry F� el Title: Sr. F-e.4 Dated: �.nu ID tk p 2022- 65331.00002\34261898.3 RFUA EXHIBIT "A" RECREATIONAL FIELDS MMMKITWWMEWM. T M Q RFUA EXHIBIT "B" CITY POLICY [Insert 2015 Athletic Field/Facility Use and Allocation Policy] 65331.00002\34261898.3 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 "C" 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. EntN on and Use of Raytheon Pro ert : 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 µ 310-50 -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 (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. 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. 2 13. Limitation of LiabilMt 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 EO/E04/P120 City, Zip Code El Segundo, CA 90254 Supply Chain Management Contact Name. ATTN: Kelly Bennett Phone: Email: kelly.i.benneft,@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 3 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: E 2022 DEVELOPMENT AGREEMENT SECOND AMENDMENT EXHIBIT E .. EXHIBIT F -2- 65331.00005 %34591924.3 -PHASE III Exhibit Parcel # 1 `!`����r c't MaIIIp 71 553 T�ract Map 83507 m 2. 3 C 4 4 5 S 6 7 7 S 9 10 o 12 13 12 3113 14 1 4, 15 S 16 3 i 17 17 18 19 20 21 2 22 3 ''ry 23 2 !4 13. 25 5 26 2 DEVELOPMENT A GREEMENT SECOND AMENDMENT EXHIBIT G 3 ACRES PARCEL MAP EXHIBIT G -3- 65331.00005\34591924.3 y(CD Yy'„�y�Gri1�1,114 CDC MAR CDC MAR CDC MAR DEVELOPMENT AGREEMENT SECOND AMENDMENT EXHIBIT H LAND FOR OFFER OF DEDICATION EXHIBIT H -4- 65331.00005\34591924 3 w qm�l I., I MR, I VIIAIW 1 111111 HE (11 Im �M /M x