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2015 Dec 15 - CC PACKET (Part 1 - Items #1-2)AGENDA EL SEGUNDO CITY COUNCIL COUNCIL CHAMBERS - 350 Main Street The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items. Any writings or documents given to a majority of the City Council regarding any matter on this agenda that the City received after issuing the agenda packet are available for public inspection in the City Clerk's office during normal business hours. Such Documents may also be posted on the City's website at www.elsegundo.org and additional copies will be available at the City Council meeting. Unless otherwise noted in the Agenda, the Public can only comment on City - related business that is within the jurisdiction of the City Council and /or items listed on the Agenda during the Public Communications portions of the Meeting. Additionally, the Public can comment on any Public Hearing item on the Agenda during the Public Hearing portion of such item. The time limit for comments is five (5) minutes per person. Before speaking to the City Council, please come to the podium and state: Your name and residence and the organization you represent, if desired. Please respect the time limits. Members of the Public may place items on the Agenda by submitting a Written Request to the City Clerk or City Manager's Office at least six days prior to the City Council Meeting (by 2:00 p.m. the prior Tuesday). The request must include a brief general description of the business to be transacted or discussed at the meeting. Playing of video tapes or use of visual aids may be permitted during meetings if they are submitted to the City Clerk two (2) working days prior to the meeting and they do not exceed five (5) minutes in length. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact City Clerk, 524 -2305. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, DECEMBER 15, 2015 — 5:00 PM 5:00 P.M. SESSION CALL TO ORDER ROLL CALL PUBLIC COMMUNICATION — (Related to City Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. SPECIAL ORDER OF BUSINESS: CLOSED SESSION: The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et sue.) for the purposes of conferring with the City's Real Property Negotiator, and /or conferring with the City Attorney on potential and /or existing litigation; and /or discussing matters covered under Government Code Section §54957 (Personnel); and /or conferring with the City's Labor Negotiators; as follows: CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION (Gov't Code §54956.9(d)(1): -1- matter 1. City of El Segundo vs. City of Los Angeles, et.al. LASC Case No. BS094279 CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Government Code §54956.9(d)(2): -1- matter. Initiation of litigation pursuant to Government Code §54956.9 (d)(4): -1- matters. DISCUSSION OF PERSONNEL MATTERS (Gov't Code §54957): -0- matter APPOINTMENT OF PUBLIC EMPLOYEE (Gov't. Code § 54957): -0- matter PUBLIC EMPLOYMENT (Gov't Code § 54957) -0- matter 2 E CONFERENCE WITH CITY'S LABOR NEGOTIATOR (Gov't Code §54957.6): -7- matters 1. Employee Organizations: Police Management Association; Police Officers Association; Police Support Services Employees Association; Supervisory and Professional Employees Association; City Employees Association; Executive Management Group (Unrepresented Group); Management/Confidential Group (Unrepresented Group) Agency Designated Representative: Steve Filarsky and City Manager CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Gov't Code §54956.8): -0- matters 3 3 AGENDA EL SEGUNDO CITY COUNCIL COUNCIL CHAMBERS - 350 Main Street The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items. Any writings or documents given to a majority of the City Council regarding any matter on this agenda that the City received after issuing the agenda packet, are available for public inspection in the City Clerk's office during normal business hours. Such Documents may also be posted on the City's website at www.elsegundo.org and additional copies will be available at the City Council meeting. Unless otherwise noted in the Agenda, the Public can only comment on City - related business that is within the jurisdiction of the City Council and /or items listed on the Agenda during the Public Communications portions of the Meeting. Additionally, the Public can comment on any Public Hearing item on the Agenda during the Public Hearing portion of such item. The time limit for comments is five (5) minutes per person. Before speaking to the City Council, please come to the podium and state: Your name and residence and the organization you represent, if desired. Please respect the time limits. Members of the Public may place items on the Agenda by submitting a Written Request to the City Clerk or City Manager's Office at least six days prior to the City Council Meeting (by 2:00 p.m. the prior Tuesday). The request must include a brief general description of the business to be transacted or discussed at the meeting. Playing of video tapes or use of visual aids may be permitted during meetings if they are submitted to the City Clerk two (2) working days prior to the meeting and they do not exceed five (5) minutes in length. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact City Clerk, 524 -2305. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, DECEMBER 15, 2015 - 7:00 P.M. 7:00 P.M. SESSION CALL TO ORDER INVOCATION — Pastor Eric Jay, St. John's Lutheran Church PLEDGE OF ALLEGIANCE — Council Member Atkinson L, M PRESENTATIONS a) Commendation - Dina Williams El Segundo Police Department's Retired Senior Volunteer of the Year. b) Commendation - El Segundo Community Christmas Dinner. c) Presentation - South Bay Workforce Investment Board (SBWIB). d) Presentation - Los Angeles County Comprehensive Parks Needs Assessment. e) Presentation - Investment Portfolio Report by Treasury Department. ROLL CALL PUBLIC COMMUNICATIONS - (Related to City Business Only - 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. CITY COUNCIL COMMENTS - (Related to Public Communications) A. PROCEDURAL MOTIONS Consideration of a motion to read all ordinances and resolutions on the Agenda by title only. Recommendation - Approval. B. SPECIAL ORDERS OF BUSINESS (PUBLIC HEARING) 5 6i 1. Consideration and possible action regarding (Public Hearing) the proposed project and budget for the 2016 -17 Community Development Block Grant (CDBG) Program Year. The estimated CDBG budget allocation for Program Year 2016 -2017 is approximately $53,124. (Fiscal Impact: $53,124.00) Recommendation — 1) Open public hearing and take testimony; 2) Close public hearing and discuss item; 3) Adopt the new 2016 -2017 CDBG project and budget; 4) Authorize the City Manager to execute the contracts, in a form approved by the City Attorney, with the Los Angeles County Community Development Commission (CDC); 5) Alternatively, discuss and take other possible action related to this item C. UNFINISHED BUSINESS 2. Continuation of the El Segundo South Campus Specific Plan Project (ESSCSP) for property generally located at 2000 to 2100 El Segundo Boulevard owned by the Raytheon Company. (Fiscal Impact: If approved, the project would provide $4,000,000 in direct payment revenue; up to $1,071,228 in direct payment revenue related to development fee per square foot; an estimated $11,893,000 roadway infrastructure; $75,000 for bicycle parking; and potentially $375,000 for wastewater infrastructure improvements). Recommendation — That the City Council: 1) Continue discussion; 2) After considering the evidence: (a) adopt a Resolution certifying the Environmental Impact Report (EIR) (Environmental Assessment No. EA -905), adopting a statement of overriding considerations, amending the General Plan and General Plan Map (No. GPA 11 -01), and approving a Vesting Tentative Map (No. SUB 11 -02); and b) introduce, and waive first reading, of an Ordinance adopting a Specific Plan (ZTA 11 -01 and SP 11 -01), approving a Development Agreement (DA 11 -02), and amending the Zoning Map; 3) Schedule second reading and adoption of the Ordinance for January 19, 2016; and 4) Alternatively, discuss and take other possible action related to this item. Ce C: 3. Consideration and possible action to approve a revised Due Diligence and Ground Lease Agreement with ES CenterCal LLC ( "ES CenterCal ") to lease the driving range portion of The Lakes Golf Course for the purpose of developing the TopGolf facility consisting of a driving range, restaurant, bar and lounge and event facilities. CenterCal has requested two substantive revisions to the Agreement approved by the Council on September 15, 2015. (Fiscal Impact :) Recommendation —1) Consideration and possible action to approve a revised Due Diligence and Ground Lease Agreement with the substantive changes requested by CenterCal and allow for minor non - substantive changes approved as to form by the City Attorney; 2) Alternatively, discuss and take other possible action related to this item D. REPORTS OF COMMITTEES, COMMISSIONS AND BOARDS 4. Consideration and possible action to open the recruitment process for the positions on the Committees, Commissions and Boards ( "CCBs ") that expires in the year 2016. (Fiscal Impact: None) Recommendation — 1) Direct staff to open the recruitment process for the positions on the CCB's, as listed; 2) Alternatively, discuss and take other action related to this item E. CONSENT AGENDA All items listed are to be adopted by one motion without discussion and passed unanimously. If a call for discussion of an item is made, the item(s) will be considered individually under the next heading of business. 5. Warrant Numbers 3008814 through 3008942 on Register No. 5 in the total amount of $944,991.36 and Wire Transfers from 11/16/2015 through 11/29/2015 in the total amount of $982,284.20. Recommendation — Approve Warrant Demand Register and authorize staff to release. Ratify Payroll and Employee Benefit checks; checks released early due to contracts or agreement; emergency disbursements and /or adjustments; and wire transfers. 6. Regular City Council Meeting Minutes of November 17, 2015 and Regular City Council Meeting Minutes of December 1, 2015. Recommendation — Approval. 7 7 7. Consideration and possible action to receive and file this report regarding emergency work to repair dwelling units at the Park Vista Senior Housing Facility due to water intrusion without the need for bidding in accordance with Public Contracts Code §§ 20168 and 22050 and El Segundo Municipal Code ( "ESMC ") §§ 1 -7 -12 and 1 -7A-4. Fiscal Impact: $50,000.00) Recommendation — 1) Receive and file this report regarding emergency work to repair dwelling units at the Park Vista Senior Housing Facility due to water intrusion without the need for bidding in accordance with Public Contracts Code §§ 20168 and 22050 and El Segundo Municipal Code ( "ESMC ") §§ 1 -7 -12 and 1- 7A-4 2) Alternatively, discuss and take other action related to this item. 8. Consideration and possible action to approve a contract amendment with WaterWise Consulting, Inc. for additional water conservation outreach and support. Fiscal Impact: $25,000.00 Recommendation — 1) Authorize the City Manager to execute a contract amendment, in a form approved by the City Attorney, for an additional $25,000 with WaterWise Consulting, Inc. for additional water conservation outreach and support; 2) Alternatively, discuss and take other possible action related to this item. 9. Consideration and possible action to adopt a Resolution approving plans and specifications for Trenchless Sewer Improvement — Eastern Residential Zone, Project No. PW 16 -03 and authorize staff to advertise for the receipt of construction bids. Fiscal Impact: $2,000,000.00) Recommendation — 1) Adopt the attached resolution approving plans and specifications for Trenchless Sewer Improvement — Eastern Residential Zone, Project No. PW 16 -03; 2) Authorize staff to advertise the project for receipt of construction bids; 3) Alternatively, discuss and take other possible action related to this item. FQ 10. Consideration and possible action to: 1) approve year -end adjustments to the Fiscal Year 2014 -2015 Adopted Budget and 2) increase the Fiscal Year 2015 -2016 Adopted Budget for continuing appropriations. (Fiscal Impact: General Fund estimated revenues will increase by $1,856,700, and appropriations will increase by $1,820,200. The following budget adjustments in Special Revenue funds are also requested: COPS Fund appropriations will increase by $73,500; Measure R Fund appropriations will increase by $150,000; TDA Article 3 Fund appropriations will increase by $10,720; State Grants Fund appropriations will increase by $152,100; Capital Improvement Fund estimated revenues and appropriations will increase by $111,250; and Special Revenues /Donations Fund estimated revenues will increase by $48,700, and appropriations will increase by $41,600.) Recommendation — 1) Approve year -end adjustments to the Fiscal Year 2014- 2015 Adopted Budget in the Funds and by the amounts contained in Attachment 1; 2) Approve continuing appropriations from FY 2014 -2015 to FY 2015 -2016, thereby amending the Fiscal Year 2015 -2016 Adopted Budget in the Funds and by the amounts contained in Attachment 3 and 4; 3) Alternatively, discuss and take other action related to this item. 11. Consideration and possible action to award a standard Public Works Contract to R.E. Shultz for Hilltop Park Playground Improvement, Project No. PW 16 -05, and authorize additional funds for construction related contingencies. Fiscal Impact: $ 183,000.00) Recommendation — 1) Authorize the City Manager to execute a standard Public Works Contract, in a form approved by the City Attorney, with R.E. Shultz in the amount of $161,725.00 for Hilltop Park Playground Improvement, Project No. PW 16 -05; 2) Authorize an additional $21,275.00 for construction related contingencies; 3) Alternatively, discuss and take other action related to this item. 12. Consideration and possible action to adopt two Resolutions authorizing the City Manager to Execute a Joint Powers Agreement (JPA) with the California Home Finance (CHF) Authority ( "Authority ") to participate in the Ygrene Works Property Assessed Clean Energy (PACE) Program ( "Program "); authorizing the Authority to take action by including property within the City's jurisdiction in the Program; and authorizing the City Manager to execute documents needed to implement the resolutions in a form approved by the City Attorney. Fiscal Impact: $0) Recommendation — 1) Review and adopt two proposed Resolutions; 2) Alternatively, discuss and take other possible action related to this item. so 13. Consideration and possible action action to adopt an Ordinance deleting El Segundo Municipal Code ( "ESMC") Chapter 10 -2 regarding Water Conservation in Landscaping; adding a new ESMC Chapter 15 -15A regarding Water Conservation in Landscaping; amending ESMC § 15 -1 -6 to add new definitions for types of landscaping and artificial turf; amending ESMC § 15 -2 -14 regarding landscaping and artificial turf requirements; and amending certain landscaping sections in all Zoning Districts in ESMC Title 15. Applicant: City of El Segundo (Fiscal Impact: None) Recommendation — 1) Waive second reading and adopt Ordinance No.1515 for Environmental Assessment No. EA -1132 and Zone Text Amendment No. 15 -01; 2) Alternatively, discuss and take other action related to this item. 14. Consideration and possible action regarding the adoption of a Resolution to apply for a grant from Los Angeles County Regional Park and Open Space District ( RPOSD) in the amount of $300,000. The grant funds will be allocated for improvement and rehabilitation of sports court and general use area lighting at Recreation Park. (Fiscal Impact: FY 15 -16: $300,000 of Intergovernmental Grant Revenue) Recommendation — 1) Adopt the Resolution to apply for the RPOSD Grant Program; 2) Alternatively, discuss and take other action related to this item. 15. Consideration and possible action to adopt a Resolution approving plans and specifications for the Richmond Street Rehabilitation Arterial Improvement Project, Project No. PW 15 -01 and authorize staff to advertise for the receipt of construction bids. Fiscal Impact: $800,000) Recommendation — 1) Adopt the Resolution approving plans and specifications for the Richmond Street Rehabilitations Arterial Improvement Project, Project No. PW 15 -01; 2) Authorize staff to advertise the project for the receipt of construction bids; 3) Alternatively, discuss and take other action related to this item. 16. Consideration and possible action to reject all bids for construction of American with Disabilities Act (ADA) Sidewalk Ramps (CDBG Project). Project No. PW 15 -24 Fiscal Impact: $60,000.00 in CDBG rg ant funds) Recommendation — 1) Reject all bids for the construction of American with Disabilities Act (ADA) Sidewalk Ramps (CDBG Project); 2) Alternatively, discuss and take other action related to this item. 10 EN 17. Consideration and possible action regarding 1) Approval of a resolution to abolish certain part -time classifications in order to comply with the minimum wage increase effective January 1, 2016. Fiscal Impact: No Fiscal Impact for upco ming ear) Recommendation — 1) Approve the Resolution to abolish certain part -time classifications; 2) Alternatively, discuss and take other action related to this item. 18. Consideration and possible action regarding adoption of a Resolution establishing a new base salary for the classification of Fire Chief. (Fiscal Impact: None) Recommendation — 1) Adopt the Resolution establishing the new base salary for Fire Chief; 2) Alternatively, discuss and take other action related to this item. 19. Consideration and possible action regarding 1) Approval of an Interim Side Letter between the City of El Segundo and the Police Managers' Association (PMA), 2) Approval of an Interim Side Letter between the City of El Segundo and the Supervisory and Professional Employees' Association (SPEA), and 3) Approval of a Resolution providing for changes to Chapter 1A2 of the El Segundo Administrative Code by adjusting base salary schedules, repealing obsolete sections, and modifying other benefit provisions for Management - Confidential and Executive classifications. _(Fiscal Impact: N /A) Recommendation — 1) Approve Interim Side Letters; 2) Adopt the attached Resolution; 3) Approve the attached base salary schedules; 4) Alternatively, discuss and take other action related to this item F. NEW BUSINESS 20. Consideration and possible action to amend the employment agreement with the City Manager, Greg Carpenter, to: extend the term through December 31, 2019; consistent with the action taken by the City Council on June 2, 2015 with respect to Department Directors and Confidential Management staff, convert the City's payment of the deferred compensation 5% match benefit to base salary; and, convert the monthly benefit of $1,081 "Additional Pay" to Base Pay pursuant to an understanding reached with the California Public Employees' Retirement System (PERS) with regard to including all Additional Pay for City employees receiving this benefit in their base salary. (Fiscal Impact: Conversion of $10,500 of annual deferred compensation benefit to base salary and conversion of $1,081 Additional Pay into base salary which results in no additional expense to the City except the City will annually contribute 18% of $10,500 which is the City's share of the PERS retirement cost) 11 11 Recommendation - Consideration and possible action to approve an amendment to the City Manager's employment agreement; Approve a new salary schedule for the position of the City Manager consistent with above agenda description; and /or, Alternatively, discuss and take other action related to this item. G. REPORTS — CITY MANAGER H. REPORTS — CITY ATTORNEY J. REPORTS — CITY CLERK K. REPORTS — CITY TREASURER L. REPORTS — CITY COUNCIL MEMBERS Council Member Fellhauer — Council Member Atkinson — Council Member Dugan — Mayor Pro Tern Jacobson — Mayor Fuentes — 21. Consideration and possible action regarding the annual request of Mr. S. Claus for variances from the Municipal Code. fFiscal Impact: None Recommendation — Approve request by Mr. S. Claus for a waiver of the permits required for doing business within the City of El Segundo as follows: 1) The use of air rights and waiver of the Santa Monica Radial 160 R procedure; 2) Grant a free business license for a non - profit organization; 3) Waiver of the Noise Ordinance to permit the sound of bells; 4) Waiver of the Trespass Ordinance including dealing with trespassing animals; 5) Waiver of the ordinance on Animal Regulations; and /or 6) Alternatively, discuss and take other action related to this item. 12 12 PUBLIC COMMUNICATIONS — Related to City Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have receive value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. MEMORIALS — CLOSED SESSION The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et se q.) for the purposes of conferring with the City's Real Property Negotiator; and /or conferring with the City Attorney on potential and /or existing litigation; and /or discussing matters covered under Government Code Section §54957 (Personnel); and /or conferring with the City's Labor Negotiators. REPORT OF ACTION TAKEN IN CLOSED SESSION (if required) ADJOURNMENT POSTED: DATE: 12. 1 1 a * ► --M- TIME: NAME: 13 13 r ommenbatton Co of Ql bitpubo, califorma WHEREAS, The goal of the El Segundo Police Department's Retired Senior Volunteer Program ( "RSVP ") is to supplement and assist both the Field Operations and the Administrative Services Bureau in their efforts to better serve the citizens of the City of El Segundo; and WHEREAS, RSVP members are the "eyes and the ears" of the Police Department and, as representatives of the City and the Police Department, must maintain an image at all times that parallels the professionalism of the El Segundo Police Department; and WHEREAS, Dina Williams has been an El Segundo Police Department RSVP since March 27, 2014, working not only the required four hours per week but contributing additional hours working Neighborhood Watch in the Park, the Homecoming Parade, Water Harvest Festival, Plaza El Segundo's Holiday Open House, Candy Cane Lane, the Little League Parade, Arbor Day, the Police Fire Memorial Golf Tournament, Boeing Bring Your Child to Work Day, and 4th of July in the Park. Dina has also assisted the Crime Prevention Unit with Additional duties; and WHEREAS, Dina William never fails to come to work with a smile and an eagerness to help with any request, and make invaluable contributions to the RSVP program and to our community with enthusiasm and support; and W H L:R 1:AS, Dina Williams has been selected by the City of El Segundo as the recipient of the El Segundo Police Department's RSVP of the Year award in recognition of the 433 plus volunteers hours she has given to the El Segundo Police Department's Retired Senior Volunteer Program. NOW, THEREFORE, the Mayor and Members of the City Council of the City Segundo, California, on this 15th day of December, 2015, hereby commend Dina Williams for her invaluable contributions to the Retired Senior Volt Program, and invite all citizens in recognizing her as the El Segundo P Department's RSVP of the Year. .f Mayor Susanne Fuentes of E1 Mayor Fro gem CadJaco6son Council Member (Dave At4nson CouncifMem6er Marie TeMiauer Counci[Mem6er JKichaefougan 14 ommenbatt"011 (Citp of (9i Oegunbo, Caiifornia WHEREAS, The El Segundo Community Christmas Dinner was conceived by El Segundo resident Bill Coffman in 1983; Bill solicited the help of local businesses, residents and organizations to fund, cook and serve a traditional Christmas dinner that brought people together to share the holiday spirit; and WHEREAS, The El Segundo Community Christmas Dinner has become a hometown tradition that has served the community for over 30 years. The last 27 Christmas dinners have been served at the Joslyn Center; and WHEREAS, The Annual Christmas Dinner will be provided this season with the generous donations of food and preparation by the Order of Elks Lodge #2050 other food donations from the Doubletree Hotel, floral arrangements provided by Natural Simplicity, gift card donation from Costco for supply purchase and the time and effort of many individual volunteers along with the support of the Recreation and Parks Department Outreach Office; and WHEREAS, The El Segundo Community Christmas Dinner will be held at 12:00 p.m. on December 25`h at the Recreation and Parks Department's Joslyn Center, for the benefit ofall those in the community who wish to participate in fellowship and share in some Christmas cheer. NOW, THEREFORE, on this 15th day of December, 2015, the Mayor and Members of the City Council of the City of El Segundo, California, do hereby commend and thank all sponsors, supporters and volunteers, for their unselfish community service in keeping this hometown holiday tradition alive in El Segundo. Mayor Suzanne Fuentes Mayor fto 2'em CarfJaco6son Counci[ Member (Dave At6nson Council Member Marie (TeMiauer Counci[Mem6er Michaefougan 15 Presentation South Bay Workforce Investment Board (SBWIB) 16 Presentation Los Angeles County Comprehensive Parks Needs Assessment. 17 EL SEGUNDO CITY COUNCIL AGENDA ITEM STATEMENT AGENDA DESCRIPTION: Presentation of Investment Portfolio Report (Fiscal Impact: None) RECOMMENDED COUNCIL ACTION: MEETING DATE: December 15, 2015 AGENDA HEADING: Presentation 1. Receive and File 2. Alternatively, discuss and take other action related to this item. ATTACHED SUPPORTING DOCUMENTS: Investment Portfolio Report — September, 2015 FISCAL IMPACT: $ None Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A PREPARED BY: Dino Marsocci, Deputy City Treasurer II REVIEWED BY: Crista Binder, Treasurer APPROVED BY: Greg Carpenter, City Managerft BACKGROUND & DISCUSSION: The Treasury Department presents the September, 2015 Investment Portfolio Report which provides a status of Treasury Investment activities and related economic indicators. This report will be created and submitted to Council on a quarterly basis. The report will also be posted to the City's web site under the Treasury Department. t�1 Y 0 ! ' c, 1 Date: December 15, 2015 From: Office of the City Treasurer To: El Segundo City Council RE: Investment Portfolio Report — As of September 30, 2015 Introduction: This report will serve as a summary for the City of El Segundo's Treasury Department investment reporting, compliance, investment environment and future plans; as well as subsidiary schedules which will support the Portfolio Summary and provide additional analysis of our investments. Investment Summary: The investments as of September 30, 2015 are as follows: Se Security Type Government Corp. Bonds CD's Union Bank Trust LAIF Immediate LAIF - LAWA LAIF Subtotal Total Invested Trust Acct. Cash Chase Bank - Cash Total Portfolio Page 1 1 !ptember Portfolio Summary Market Cost Market value % of Total 15,266,451.50 15,290,373.30 21.29% 3,801,142.77 3,773,445.00 5.25% 9;181,000.00 9,197, 336.71 12.80% 28,248,594.27 28,261,155.01 39.34% $11,020,118.43 $11,020,118.43 15.34% $15,423,283.33 $15,423,283.33 21.47% $26,443,401.76 $26,443,401.76 36.81 54,691,996.03 54,704,556.77 76.1601 423.81 423.81 0.00% $17,124,513.62 17,124,513.62 23.84% 71,816,933.46 71,829,494.20 100.00% WE The portfolio Breakdown by Short Term (< 1 year) and Long Term is: Benchmark value is the Interpolated Treasury Yield to the Portfolio's Avg. Weighted Maturity Compliance: It is the intention of the City Treasurer's office to ensure that our investments are in compliance with the maturity time limits and percentage allocation limits with all of our investments. The City is currently in compliance as demonstrated below: Partial Short Term Long Term Total Portfolio Value Market $ 30,451,158 $ 24,253,823 $ 54,704,981 Effective Yield 0.394% 1.178 %° 0.742% Average Wtd. Maturity 28.00 Days 2.50 Years 1.15 Years 0.3.3 % Benchmark Yield 0.00% 0.92% Benchmark value is the Interpolated Treasury Yield to the Portfolio's Avg. Weighted Maturity Compliance: It is the intention of the City Treasurer's office to ensure that our investments are in compliance with the maturity time limits and percentage allocation limits with all of our investments. The City is currently in compliance as demonstrated below: Partial List of Allowable Investment Instruments for Local Agencies Investment Maximum Maximum Minimum City of El I In Type Maturity Specified % Quality Segundo Compliance of Portfolio Requirements Investments Y/N Local Agency Bonds 5 years None None 0.00% Y U. S Treasury Obligations 5 years None None 0.00% Y US Agency Obligations 5 years None None 21.29% Y Negotiable Certificates of 5 years 30% None 12.80% Y Deposit Medium Term Notes 5 years 30% "A" Rating 5.25% Y Local Agency Investment N/A None None 36.8% Y Fund (LAIF) Investment Environment: The current environment for the types of investments we are allowed to purchase remains one of very low returns, and continued uncertainty about future rate increases. Since security and liquidity are more important than rate of return in our policy, we are limited to very low risk investments which therefore have a lower interest rate. The Federal Reserve is looking to possibly raise rates in December of 2015, but the lower than desired inflation and erratic international markets are giving pause to that possible increase. While many economists believe that December, 2015 is the time for an increase, a few believe the increase will be pushed back to March 2016. The market priced in for an increase in September, and when that failed to materialize rates quickly dropped back to prior levels. While short -term rates have not changed very much from June 301h to September 30th, the long -term rates have decreased to slightly below the June Rates, close to the March rates previously reported. Page 12 WK The graphs and charts below show some of the key interest rates on items we invest in. As rates are expected to rise over the next few years, we want to time our investments to take advantage of the increases as they occur. 1.80 1.60 1.40 1.20 v 1.00 v 0.80 0.60 0.40 0.20 0.00 0 1 Mo US Treasury Bonds Yield Curve as of 9/30/15 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 5 Yr L- US Treasury Bonds Maturity 3 Month 6 Month 4-9/30/2015 -4F- •6/30/2015 Composite Bond Rates (as of 9/30/15 Yield Yesterday Last Week Last Month (0.03) (0.04) (0.02) (0.03) 0.02 0.01 0.01 0.20 2 Year 0.61 0.64 0.65 0.72 3 Year 0.88 1.33 Yield 0.48 0.37 0.64 1.09 0.91 0.96 1.36 1.43 Yesterday Last Week 0.45 0.52 0.34 1 0.43 0.64 0.69 1.12 1.17 1.03 1.53 Last Month 0.49 0.37 5 Year Municipal Bonds Maturity 2yr AA 2yr AAA 2yr A 0.66 5yr AAA 1.13 5yr AA 1.16 1.17 1.21 1.25 5yr A 1.56 1.45 1.49 1.48 Page 13 21 Corporate Bonds Maturity Yield Yesterday Last Week 2yr AA 0.89 0.90 0.91 2yr A 1.05 1.07 1.08 5yr AAA 1.50 1.52 1.59 i 5yr AA 1.76 1.77 1.82 5yr A 2.11 2.12! 2.16 Data Provided bT ValuBond. Source: http: // finance .vahoo.com /bonds /composite bond rates Last Month 1.01 1.16 1.76 1.98 2.26 Cash Flow Analysis: The chart below shows the historical cash flow for the last 12 months. We can see that the majority of our funds are received in the second quarter of the fiscal year, January thru March, primarily due to Business License Renewals and the annual Chevron Payment. We also receive Sales and UUT taxes during the first few months of the year as well. Our investments will be purchased with the liquidity relative to our cash flow needs. 16,000,000 14,000,000 12,000,000 10, 000, 000 c o 8,000,000 a 4,000,000 2,000,000 Rolling 12 Month Cash Flow Analysis Total Receipts -Total Disbursements 0 I=- - Oct-14 Nov -14 Dec -14 Jan -15 Feb -15 Mar -15 Apr -15 May -15 Jun -15 Jul -15 Aug -15 Sep -15 This chart shows the net change in Cash as related to the Cash Flow Analysis above. Some of the larger disbursements occur in the third and fourth quarters of the fiscal year. During Q -3, March to June, we have a significant payment to CalPERS for our Other Post - Employment Benefits, and in Q -4, July- September, a Page 14 22 payment to ICRMA for our citywide insurance premiums, and a large infrastructure payment for roadwork which was completed several years ago. . 111 111 4,000,000 2,000,000 — M (2,000,000) (4,000,000) . 111 111 Rolling 12 Month Net Change in Cash Net Change in Cash Oct -14 Nov -14 Dec -14 Jan -15 Feb -15 Mar -15 Apr -15 May -15 Jun -15 Jul -15 Aug -15 Sep -15 Additional Economic Indicators. Economic Proiections from September Meeting The Economic Indicators presented below are key items that the Federal Reserve will look at in deciding whether or not to change interest rates going forward. The GDP, or Gross Domestic Product, represents the market value of all goods and services produced by the economy during the period measured, including personal consumption, government purchases, private inventories, paid -in construction costs and the foreign trade balance (exports are added, imports are subtracted). This is a key indicator the Federal Reserve will look at when deciding on interest rate changes. The target level for GDP is in the 2.5% to 3.5% range. The Unemployment Rate shows the percentage of the labor force that is unemployed but seeking work. The target level for Unemployment is around 5.6 %. The PCE Inflation is the Personal Consumption Expenditures rate of inflation. This index is essentially a measure of goods and services targeted toward individuals and consumed by individuals. The long term inflation target is around 2% per year. Core PCE Inflation excludes items such as food and energy due to the nature of their potential price swings. Page 15 23 Fed Economic Projections (central tendencies Variable 2015 2016 Change in real GDP 2.0 -2.3 2.2 -2.6 June projection 1.8-2.0 .2.4-2.7 as of 2017 2.0 -2.4 2.1-2.5 September 2018 1.8 -2.2 n.a. 2015) Longer run 1.8 -2.2 2.0-2.3 Unemployment rate 5.0 - 5.1 4.7-4.9 4.7-4.9 4.7-5.0 4.9-5.2 June projection 5.2 - 5.3 4.9-5.1 4.9-5.1 n.a. 5.0-5.2 PCE inflation 0.3 - 0.5 1.5-1.8 1.8-2.0 2.0 2.0 June projection 0.6 - 0.8 1.6-1.9 1.9-2.0 n.a. 2.0 Core PCE inflation4 1.3 - 1.4 1.5-1.8 1.8-2.0 1.9-2.0 June projection 1.3-1.4 1.6-1.9 1.9-2.0 n.a. Memo: Projected appropriate policy path Federal funds rate 0.1 -0.6 1.1 -2.1 2.1 -3.4 3.0 -3.6 3.3 -3.8 June projection 0.4 - 0.9 1.4-2.4 2.4-3.8 1 n.a. 3.5-3.8 Unemployment 01114 03114 05114 07114 09114 11114 01115 03115 05115 07115 09115 Month Source: O t v n surve rnost ?bls Page 16 24 Inflation: 2.5 2.0 1.5 1.0 0.5 (0.5) 4.5 4.0 3.5 3.0 2.5 2.0 �o 1.5 1.0 0.5 (0.5) (1.0) 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Source: htt www.usinflationcalculator.com inflation current - inflation -rates Inflation Rates by Month Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Average Inflation Rates by Year 2014 —11-2015 I Page 17 25 Retail Trade & Food Services, ex Auto, US Total 360,000 Seasonally Adjusted Sales (Millions of $) 355,000 _ 350,000 Y 2014 345,000 2015 340,000 335,000 330,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Source: United States Census Bureau - http: / /www.census.gov /retail /index.html Investment Strategy: It is the City and City Treasurer's policy to invest funds in accordance with the Investment Policy and to meet all legal requirements regarding the safeguarding of funds. As a part of the City's migration to a new banking structure, we have maintained a cash balance in order to offset our bank fees, and are now looking at our cash flow needs in order to determine which investments will maximize return while providing the proper level of liquidity. The Liquidity Schedule provides an overview of when our current investments are due to mature. We will plan our future investments to coordinate with these maturities in order to ensure a liquidity balance to our portfolio. The Investments by Security Type schedule provides an additional breakdown of how our funds are presently allocated. The Portfolio Summary for the month is included as an attachment to this report. Page 18 26 Additional Notes: The City has funds of $208,817.84 which belong to the El Segundo Senior Citizens Housing Development Corporation and are a part of our LAIF balance. There are also LAWA RSI (Los Angeles World Airports Residential Sound Insulation) funds of $15,423,283.33 included in the City's LAIF balances. The applicable interest for these accounts is accrued monthly and posted quarterly in the same manner as the regular City LAIF interest posting. Page 19 27 City of El Segundo Investment Advisory Committee Liquidity Schedule As of: September 30, 2015 $18,000,000.00 $16,000,000.00 $14,000,000.00 $12,000,000.00 $10,000,000.00 $8,000,000.00 $6,000,000.00 $4,000,000.00 $2,000,000.00 $0.00 Page 1 10 Subtotal $43,684,438.34 Grand Total $71,829,494.20 Investment Portfolio subtotal $54,704,980.58 Investments by Maturity Date 100.00% Market Value I I '-� �i o�A 0I ©� 0 Al ea�� easy �a�y easy o, Cumulative % of % of Total Total Cumulative Item Availability Market Value Balances Assets Assets Cash in Bank Chase Immediate $17,124,513.62 Union Bank - Trust Account Immediate $423.81 Cash in Bank - Total $17,124,937.43 $17,124,937.43 23.84% 23.84% L.A.I.F. (State of California) LAIF Immediate $11,020,118.43_ $28,145,055.86 39.18% 15.34% Cash Immediate $28,145,055.86 L.A.I.F. - LAWA (Restricted) LAIF Immediate $15,423,283.33 $43,568,339.19 60.66% 21.47% Portfolio Investments: < 30 Days $249,072.21 $43,817,411.40 61.00% 0.35% 31 to 90 Days $998,489.90 $44,815,901.30 62.39% 1.39% 91 to 180 Days $500,660.00 $45,316,561.30 63.09% 0.70% 181 to 365 Days $2,259,110.02 $47,575,671.32 66.23% 3.15% 1 to 2 Years $7,376,684.29 $54,952,355.61 76.50% 10.27% 2 to 3 Years $10,152,969.44 $65,105,325.05 90.64% 14.13% 3 to 4 Years $4,246,004.35 $69,351,329.40 96.55% 5.91% 4 to 5 Years $2,478,164.80 $71,829,494.20 100.00% 3.45% $18,000,000.00 $16,000,000.00 $14,000,000.00 $12,000,000.00 $10,000,000.00 $8,000,000.00 $6,000,000.00 $4,000,000.00 $2,000,000.00 $0.00 Page 1 10 Subtotal $43,684,438.34 Grand Total $71,829,494.20 Investment Portfolio subtotal $54,704,980.58 Investments by Maturity Date 100.00% Market Value I I '-� �i o�A 0I ©� 0 Al ea�� easy �a�y easy o, City of El Segundo Investment Advisory Committee Investments by Security Type As of: September 30, 2015 Item Cash in Bank Chase Union Bank - Trust Account L.A.I.F. (State of California) Availability Market Value Immediate $17,124,513.62 Immediate $423.81 Cash in Bank - Total $17,124,937.43 LAIF Immediate $11,020,118.43 Cash Immediate $28,145,055.86 L.A.I.F. - LAWA (Restricted) LAIF Immediate $15,423,283.33 Portfolio Investments CD's $9,197,336.71 Gov't Obligations $15,290,373.30 Bonds $3,773,445.00 Subtotal $43,684,438.34 Grand Total $71,829,494.20 Investment Portfolio subtotal $54,704,980.58 Investments by Security Type $3,773,445.00 Page 11 Cumulative % of % of Total Total Cumulative Balances Assets Assets $17,124,937.43 23.84% 23.84% $28,145,055.86 39.18% 15.34% $43,568,339.19 60.66% 21.47% $52,765,675.90 73.46% 12.80% $68,056,049.20 94.75% 21.29% $71,829,494.20 100.00% 5.25% 100.00% Cash Immediate ig LAIF Immediate LAIF - LAWA rr CD's Gov't Obligations Bonds WE EL SEGUNDO CITY COUNCIL MEETING DATE: December 15, 2015 AGENDA STATEMENT AGENDA HEADING: Special Order of Business - Public Hearing AGENDA DESCRIPTION: Consideration and possible action regarding (Public Hearing) the proposed project and budget for the 2016 -17 Community Development Block Grant (CDBG) Program Year. The estimated CDBG budget allocation for Program Year 2016 -2017 is approximately $53,124. (Fiscal Impact: $53,124). RECOMMENDED COUNCIL ACTION: 1. Open public hearing and take testimony; 2. Close public hearing and discuss item; 3. Adopt the new 2016 -2017 CDBG project and budget; 4. Authorize the City Manager to execute the contracts, in a form approved by the City Attorney, with the Los Angeles County Community Development Commission (CDC); and /or, 5. Alternatively, discuss and take other possible action related to this item. ATTACHED SUPPORTING DOCUMENTS: None. FISCAL IMPACT: $53,124 Amount Budgeted: Total CDBG $53,124 Account Number(s): CDBG Fund 111 ` ORIGINATED BY: Kimberly Christensen, AICP, Planning Manager REVIEWED BY: Sam Lee, Director of Planning d Building Safety APPROVED BY: Greg Carpenter, City Manager BACKGROUND AND DISCUSSION: Each year, Community Development Block Grant (CDBG) funds are allocated to cities by the Federal Housing and Urban Development Department (HUD) and administered through the Los Angeles County Community Development Commission (CDC). Participating cities receive funding based upon the total number of cities participating in the County's program, census population counts, estimates of poverty, overcrowding and aged housing stock. Since 1986, the City of El Segundo participated in the annual Los Angeles Urban County's CDBG Program. In order to continue its participation in the upcoming 2016 -2017 Program Year, which begins on July 1, 2016, and ends on June 30, 2017, the City of El Segundo must prepare and submit its proposed CDBG action plan and /or project descriptions to the Los WE Angeles County Community Development Commission (CDC) by February 1, 2016, for review and approval. Pursuant to Federal requirements, notice of this public hearing was posted in public buildings within the City. Federal requirements also mandate that as part of the hearing, the Council and public be informed of the range of eligible housing and community development activities that may be funded under the CDBG program. Interested persons may obtain a copy of the Federal eligibility guidelines, available at the City of El Segundo's Department of Planning and Building Safety, during regular business hours. Proposed CDBG Projects and Budgets The proposed 2016 -2017 CDBG allocation for the City of El Segundo is $53,124. This proposed CDBG allocation is a planning estimate only; the Los Angeles County Community Development Commission (CDC) will release final appropriations in Spring 2016. The City's final CDBG allocation is generally within 10% of the estimate provided. Prior Year CDBG Action Plan 2015 -2016 In 2015 -2016, the City's annual allocation of CDBG funds will support the removal of existing concrete curbs with steep grades and replace with American with Disabilities Act (ADA) compliant accessible concrete ramps. Removal of architectural barriers to improve mobility and accessibility of senior adults and severely handicapped persons is an example of an eligible project under the CDBG Program. The CDBG- funded ADA Curb Ramp Improvement project is part of the City's continuing effort to comply with the Americans with Disability Act (ADA) requirements that eliminate architectural barriers that impede access to public facilities. Since 2006, more than 325 accessible sidewalk ramps have been installed throughout the City. Environinewayl Assessment This action is exempt from CEQA pursuant to CEQA Guidelines §15061(b)(3) which is the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment and CEQA does not apply where it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment. Recommended 2016 -2017 CDBG Action Plan Staff recommends that the 2016 -2017 CDBG Program Year allocation totaling approximately $53,124 be used to continue the implementation of ADA accessible curb ramps at various intersections throughout the City. It is anticipated that approximately eight to ten accessible concrete ramps will be installed. P:\Planning & Building Safety \CDBG \CDBG _NEW\CDBG 2016_2017 PROGRAM YEAR \CDBG 2016.17 ccmtg 2015.12.15.doc 2 31 EL SEGUNDO CITY COUNCIL AGENDA STATEMENT AGENDA DESCRIPTION: MEETING DATE: December 15, 2015 AGENDA HEADING: Unfinished Business Consideration of the El Segundo South Campus Specific Plan Project (ESSCSP) for property generally located at 2000 to 2100 El Segundo Boulevard owned by the Raytheon Company. (Fiscal Impact: If approved, the project would provide $4,000,000 in direct payment revenue; up to $1,071,228 in direct payment revenue related to development fee per square foot; an estimated $11,893,000 roadway infrastructure; $75,000 for bicycle parking; and potentially $375,000 for wastewater infrastructure improvements). RECOMMENDED COUNCIL ACTION: That the City Council: 1. Continue discussion; 2. After considering the evidence: (a) adopt a Resolution certifying the Environmental Impact Report (EIR) (Environmental Assessment No. EA -905), adopting a statement of overriding considerations, amending the General Plan and General Plan Map (No. GPA 11 -01), and approving a Vesting Tentative Map (No. SUB 11 -02); and b) introduce, and waive first reading, of an Ordinance adopting a Specific Plan (ZTA 11 -01 and SP 1I- 01), approving a Development Agreement (DA 11 -02), and amending the Zoning Map; 3. Schedule second reading and adoption of the Ordinance for January 19, 2016; and 4. Alternatively, discuss and take other possible action related to this item. ATTACHED SUPPORTING DOCUMENTS: 1. Draft City Council Resolution and attachments including: a. Draft Project Conditions of Approval b. Amendment to General Plan Land Use Designations subsection c. Amendment to General Plan Land Use Plan Southeast Quadrant subsection d. Amendment to 1992 General Plan Summary of Existing Trends Build -out e. General Plan Land Use Map Amendment f. Mitigation Monitoring and Reporting Program g. Environmental Findings of Fact and Statement of Overriding Considerations h. Final Environmental Impact Report (State Clearinghouse Document #2012101081) i. Vesting Tentative Map (VTM) No. 71551 2. Draft City Council Ordinance and Exhibits including: a. Zoning Map Amendment b. Draft El Segundo South Campus Specific Plan c. Draft Development Agreement d. Draft Conditions of Approval 3. Development Agreement - Strike - through / Underline Version FISCAL IMPACT: N/A Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A ORIGINATED BY: Masa Alkire, AICP, Pririicripal Planner & Kimberly Christensen, AICP, Planning 32 � Q ,, Manager , REVIEWED BY: Sam Lee, Director of Planning d Building Safety So� APPROVED BY: Greg Carpenter, City Manager I. INTRODUCTION On November 17, 2015, the City Council opened a public hearing regarding the El Segundo South Campus Specific Plan Project. Staff made a presentation introducing and analyzing the Project. The traffic engineer from the City's environmental consultant made a presentation on the traffic analysis completed for the Project. Representatives of the Raytheon Company made a presentation providing details about the Company as well as information on the applicant's goals for the proposed Project. The City Council, after hearing public comment, questioning staff and the applicant on details of the Project and then continued the Project's public hearing to December 1, 2015. The Council gave direction to staff to make modifications to the Project's Development Agreement, Resolution and Ordinance to incorporate the following project revisions: Increase the total amount of the six annual payments from $3,000,000 to $4,000,000 (with a modified payment schedule in years 2 through 6). Include language in the Development Agreement, Resolution and Ordinance to allow for the possibility of the City accepting the 7.54 acre recreational area identified on the Project plans as a public park under the following conditions: 1) Raytheon locates the recreational area outside its future secured perimeter (either west or south of the Nash Street Extension or west of the Continental Boulevard Extension) and; 2) the City chooses to accept the land as a park. On December 1, 2015 the Raytheon Company submitted additional revisions and corrections to the Draft Development Agreement. In order to provide time to review the material submitted by Raytheon, the Council to action at its December 1, 2015 public hearing to continue the item to December 15, 2015. The requested project modifications were made to the draft documents and are attached for the Council's review. II. PROJECT APPLICATIONS The application includes the following: 1) Environmental Assessment No. EA -905 California Environmental Quality Act (CEQA) and State Clearing House (SCH) No, 2012101081. — An Environmental Impact Report (EIR) for Environmental Assessment No. EA -905 is proposed for the ESSCSP pursuant to the authority and criteria contained in CEQA and the CEQA Guidelines. (See Exhibit Lh.). The City Council cannot approve the project without adopting findings of fact and a statement of overriding considerations. 2) General Plan Amendment/ General Plan Man Amendment No GPA 11 -01 — Amend the General Plan to Re- designate the project site from Light Manufacturing to El Segundo South Campus Specific Plan (ESSCSP) (see Exhibits l.b., I.c., I.d., and Le.) 2 33 3) Zone Change No. ZC 11 -02 — Amend the Zoning Map to rezone the project site from the Light Manufacturing (M -1) Zone to the El Segundo South Campus Specific Plan (ESSCSP) Zone (see Exhibit 2.a). The requested rezoning will allow for consistency with the proposed General Plan Amendment. 4) Specific Plan No. SP 11 -01 — Designation of the El Segundo South Campus Specific Plan (ESSCSP) for the project site that establishes the development standards within the Specific Plan (see Exhibit 2.b.). 5) Zone Text Amendment No. ZTA 11 -01 — Zone Text Amendment to add the El Segundo South Campus Specific Plan as ESMC § 15- 3- 2(A)(10) "El Segundo South Campus Specific Plan." 6) Development Agreement No. DA 11 -02 — Approve the Development Agreement to provide public benefits in exchange for development rights (ten -year entitlement with the option for a five year extension) (See Exhibit 2.c.). 7) SUIT 11 -02 for Vestin f Tentative Ma VTM) No. 71551 — A subdivision to allow the division of land into 26 separate parcels in three phases. (See Exhibit Li.). III. DISCUSSION Council Directed Modifications to the Development Agreement The City Council's November 17, 2015 public hearing included extensive staff, traffic consultant and applicant presentations on the proposed Project. Three individuals commented during the public comment period. The first was Mr. Baldino, the Chair of the Planning Commission who summarized the Planning Commission's Project recommendation to the City Council. Mr. Baldino identified that the Project's basic premise is taking a large tract of land and adding value to the land by modifying the site's land use regulations. The Planning Commission recommendation identifies that the Commission's opinion of the entire package of benefits to the City comes up short when balanced against the potential impacts identified in the Project's EIR. Mr. Baldino identified that further negotiation on the Development Agreement may resolve the issue of balance between Project's impacts and public benefits. The second commentator, Mike Robbins, identified he was concerned about the project's future traffic, hoped that the Project did not signal Raytheon moving from the City, and was concerned that the Raytheon Campus' existing open space will be reduced in size. The third commentator, Julie Stolnak, was also concerned with the reduction in recreational open space area. Much of the City Council's deliberation focused on the Project's traffic impacts. The Council asked staff whether the LAX expansion projects and other potential sources of traffic growth were included in the traffic study. Staff noted that LAX expansion projects are included in the traffic study. In addition the study includes a future traffic growth factor above and beyond identified surrounding projects ( "Cumulative Projects ") to ensure a conservative analysis of future traffic growth. Council inquired if additional intersection mitigations could be identified. Staff stated feasible mitigations that do not require the taking of private property and do not require modification of large scale infrastructure, such as overhead rail lines, have been included in the mitigations for the project. The Council identified that the timing of the Nash 3 34 Street extension was a major concern. Council deliberated on creating an additional potential penalty to motivate the applicant to build the road within six years or be required to pay an additional $1,000,000 was discussed. After discussing this topic the Council instead directed Staff to add $1,000,000 to years two through six of the previously identified direct payments to the City. The modified required payments are as follows: Year Original Direct Payment Amount Revised Direct Payment Amount 1 $500,000 $500,000 2 $500,000 $700,000 3 $500,000 $700,000 4 $500,000 $700,000 5 $500,000 $700,000 6 $500,000 $700,000 TOTAL $3,000,000 $4,000,000 City Council also deliberated regarding access to the public open space. There was discussion on whether the City would want the land to be a public park. Raytheon indicated a willingness to give the land to the City as a public park under the condition that the land not be located in the secured area the Company intended to keep around their facility. Council members discussed whether the City wanted the additional expenses of maintaining another public park. After discussing the issue, the Council directed staff to add language to the Development Agreement, Resolution and Ordinance to give the City a 20 -year option to take the land as a public park if the recreation area was re- located into an area Raytheon was not intending to keep secured. An unsecured area was identified as located on the `outside' of the Nash Street extension (to the south or east) and Continental Boulevard extension (to the west). Should the Council wish to acquire the land and designate it a park that would be open to the general public at some point in the future rather than limited to property owners and tenants within the Specific Plan area, additional environmental analysis would be necessary to evaluate any environmental impacts (e.g. such as impacts from increased traffic) before the Council could exercise that option. Raytheon Re uested Modifications to the Development Agreement Raytheon requested numerous changes to the Development Agreement. The changes primarily clarify information, provide internal consistency with language in the Specific Plan, and correct minor typographical errors. A strikeout/underline version of the Development Agreement is provided to show what language is being added, modified and deleted. IV. CONCLUSION AND RECOMMENDATION Staff's recommendation is for the Council to approve the project as all revisions requested by the Council at the November 17, 2015 hearing have been incorporated into the attached revised documents. A review of the record demonstrates that there is substantial evidence for the City Council to make the findings needed to adopt the Statement of Overriding Considerations (which relies, in significant part, upon the public benefits offered in the draft Development Agreement); certify the EIR (and adopt the MMRP); and make the land use approvals (General 4 35 Plan Amendment, Zone Change, Zone Text Amendment, Specific Plan, and Subdivision and Development Agreement). PAPlanning & Building Safety\0 Planning - Old\PROJECTS (Planning) \901- 925\EA- 905 \City Council \City Council 12.1.2015\EA -905 CC report..12.15.2015.doc 36 EXHIBIT 1 RESOLUTION NO. A RESOLUTION CERTIFYING THE ENVIRONMENTAL IMPACT REPORT (ENVIRONMENTAL ASSESSMENT NO. EA -905) FOR THE EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN PROJECT; MAKING FINDINGS OF FACT AND ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS; ADOPTING GENERAL PLAN AMENDMENT AND GENERAL PLAN MAP AMENDMENT NO. GPA 11 -01; AND APPROVING SUBDIVISION NO. SUB 11 -02 FOR VESTING TENTATIVE MAP NO. 71551. The City Council of the City of El Segundo does resolve as follows: SECTION 1: The Planning Commission finds and declares that: A. On December 8, 2011, the Raytheon Company filed an application for Environmental Assessment No. EA -905; General Plan Amendment and General Plan Map Amendment No. GPA 11 -01; Specific Plan No. SPA 11- 01; Zone Change and Zoning Map Amendment No. ZC 11 -02; Zone Text Amendment No. 11 -01; Development Agreement No. 11 -02; and Subdivision No. 11 -02 for Vesting Tentative Map No. 71551 for 26 parcels to re- designate and rezone an approximately 142 -acre property at 2000- 2100 East El Segundo Boulevard from Light Manufacturing (M -1) Zone to El Segundo South Campus Specific Plan (ESSCSP) to establish development standards for the site (collectively, the "project "); B. The applications were reviewed by the City of El Segundo Planning and Building Safety Department for, in part, consistency with the General Plan and conformity with the El Segundo Municipal Code ( "ESMC "); C. In addition, the City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA "), the regulations promulgated thereunder (14 Cal. Code of Regulations § §15000, et seq., the "CEQA Guidelines "), and the City's Environmental Guidelines (City Council Resolution No. 3805, adopted March 16, 1993); D. An Environmental Impact Report (EIR) was prepared pursuant to the requirements of CEQA Guidelines § 15161; E. The Planning and Building Safety Department completed its review and scheduled a public hearing regarding the application before the Planning Commission for February 12, 2015; F. On February 12, 2015, the Commission held a public hearing to receive public testimony and other evidence regarding the applications including, -1- 37 without limitation, information provided to the Commission by City staff and public testimony, and representatives of the Raytheon Company and continued the item; G. On October 22, 2015, the Commission reopened the continued public hearing on the item to receive additional information regarding project revisions, in particular changes to the Development Agreement public benefits. Following the public hearing the Planning Commission adopted Resolution No. 2765 recommending that the City Council certify the Project's EIR; and adopt the General Plan Amendment and General Plan Map Amendment, Specific Plan, Zone Change and Zoning Map Amendment; approve the Subdivision for Vesting Tentative Map No. 71551; and disapprove the draft Development Agreement; H. On November 17, 2015, the City Council held a duly advertised public hearing in the Council Chamber of the El Segundo City Hall, 350 Main Street to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Council by City Staff, public testimony, and representatives of the Raytheon Company; On December 1, 2015 the City Council reopened the continued public hearing on the item to receive additional information regarding project revisions the Council directed staff and the applicant to make; and J. This Resolution and its findings are made based upon the testimony and evidence presented to the City Council at its December 1, 2015 public hearing including, without limitation, the staff report submitted by the Planning and Building Safety Department. SECTION 2: Factual Findings and Conclusions. The City Council finds that the following facts exist: A. The project site is located at 2000 -2100 East El Segundo Boulevard in the southeast quadrant of the City of El Segundo; B. The project site is a level 142 -acre site located south of East El Segundo Boulevard, in the block between South Sepulveda Boulevard and South Douglas Street; C. The surrounding land uses are primarily low and high -rise office buildings to the north (CO and MU -N Zones); a City retention basin and light industrial uses to the south (M -1 and O -S Zones); light industrial uses and the elevated Metro Green Line track and station to the east (M -1 Zone); and SCE high voltage transmission lines, municipal golf course, and West Basin Municipal Water District facility (O -S and P -F Zones) to the west; -2- Wz D. The project site is currently developed with the Raytheon Company's Space and Airborne Systems (SAS) facility. There is currently 1,802,513 net square feet (2,089,000 million gross square feet) of development in 11 buildings and 6,873 parking spaces located in 20 surface lots on the site. The floor area ratio (FAR) of current development on the site is 0.29; E. Existing development on the project site was originally approved in 1978 through Precise Plan #3 -78 that allowed for 2,575,000 square feet of development. The original precise plan was modified through numerous amendments and a precise plan map was established in 1983. The last amendment to the precise plan (Ordinance No. 1103) occurred in 1987. The existing entitlement allows for 2,017,903 net square feet of total development, which is 215,390 net square -feet in development more than the existing development on the site. The allowable FAR under the current entitlement is approximately 0.325; F. When the original precise plan for the project site was approved, the underlying zoning was Commercial- Manufacturing (C -M). At that time, the C -M Zone did not have a maximum FAR development standard. By 1988, the C -M Zone had a maximum FAR requirement of 1.0. In the early 1990s the project site was re -zoned Light Industrial (M -1), which limits FAR to 0.6; G. The project is a mixed -use concept allowing for flexibility regarding the location and density of development within the specific plan area. The Specific Plan has mechanisms to allow the transfer of land use types and density within the plan area; H. The overall development within the Specific Plan area cannot exceed an FAR of 0.60, based on the 142.2 gross acre size of the project site. This would allow for a maximum of 1,930,000 net square feet of new development on the project site and a total maximum development (both existing and new) of 3,718,889 net square feet; Development standards for allowable uses have been developed for the Specific Plan and all uses within the Plan area must be compliant. The allowed uses identified in the development standards include: Office, Financial Institutions, Light Industrial Uses, Research and Development, Movie and Entertainment Facilities, Data Centers, Storage and Warehousing, Health Clubs, Recreational Facilities, Restaurants and Cafes, Retail and Hotels (subject to existing deed restrictions); J. The total number of traffic trips for new development in the project area cannot exceed the trip ceiling established in the Specific Plan. The trip ceiling for new development consists of 3,120 new p.m. peak hour trips (631 p.m. peak hour inbound trips, and 2,489 p.m. peak hour outbound trips), -3- WE 3,042 a.m. new peak hour trips (2,634 a.m. inbound trips and 408 a.m. outbound trips) and 26,585 total new daily trips; K. The proposed General Plan re- designation and rezoning of the Project Site would change the General Plan land use designation from Light Industrial to the El Segundo South Campus Specific Plan (ESSCSP) land use designation and rezone the area from the Light Manufacturing (M -1) Zone to the El Segundo South Campus Specific Plan (ESSCSP) Zone; L. The ESSCSP contains three land use designations. These are: Commercial /Office Mixed Use (CMU), Office /Industrial Mixed Use (0/1 MU) and Open Space /Recreation (OS /REC). The CMU designation applies to six parcels comprised of 24 acres. THE 0/1 MU designation applies to 11 parcels consisting of 86.6 acres and the OS /REC designation includes 6 parcels consisting of 12 acres. Three un -zoned parcels consisting of 13.6 acres in area are designated as public or private roadways; M. The project application included a site plan illustrating a Conceptual Development Scenario. The Conceptual Development Scenario contains the following components: 1,788,889 net square feet of existing development, 133,000 net square feet of new retail development, 82,000 net square feet of new warehouse development, 150,000 net square feet of new light industrial development, 1,565,000 net square feet of new office development and a 7.54 -acre private outdoor recreational facility; N. The Project includes a 100 -foot wide new public roadway on the east side of the Project site that will connect Nash Street to South Hughes Way. The applicant will be required to construct and dedicate this roadway to the City before occupying any building that produces new traffic trips beyond the trip ceiling of 89 new a.m. peak period trips or 225 p.m. peak period trips; O. The Project includes completion of a 4t" eastbound travel lane on El Segundo Boulevard along the entire frontage of the Specific Plan area. The applicant is required to construct this roadway improvement as parcels with frontage on El Segundo Boulevard are constructed; P. The Project includes requirements to extend Continental Boulevard to be a publicly accessible roadway if non - Raytheon users occupy buildings adjacent to that roadway; Q. The Project includes the construction of a six -foot wide Class I bicycle path adjacent or near El Segundo Boulevard. The Project also includes Class II bicycle lanes in the roadway of the Nash Street extension; R. The Project includes a $75,000 payment towards construction of bicycle parking facilities at or adjacent to the Metro Green Line El Segundo Station. -4- E The Project also includes a requirement that a pedestrian access walkway be provided on the eastern side of the project area to provide access to the Metro Green Line Station; S. The Project includes a 20 -year offer to dedicate Parcels 20 and 22 of Vesting Map No. 71551 to allow a potential future roadway connection from the Nash Street extension to Coral Circle. A 20 -year offer to dedicate Parcel 26 is also included in the project to allow potential future roadway access to the east side of the City municipal golf- course if the Continental Boulevard roadway becomes publicly accessible; T. The Project includes a provision to allow the applicant to connect to the existing City sewer line in El Segundo Boulevard if a contribution of 25% of the cost, up to a maximum of $375,000, of up- grading that sewer line to increase capacity is paid to the City of El Segundo at the time the City awards the project but not later than December 31, 2018; U. The Project conditions require the Applicant to allow access to the 7.54 - acre recreational area identified on Parcel 11 if more than 28.44 acres of the plan area is sold to non - Raytheon users. In addition, the Applicant must record a 20 -year offer of dedication of the 7.54 acre recreation /open space area to the City of El Segundo, in a form approved by the City Attorney, for future potential park purposes in accordance with the Development Agreement if located on any of the lots (Parcel 1, 2, 3, 4, 7, 8, 13 or 14 of Vesting Map No. 71551) outside the Raytheon security fenced perimeter; V. The Project provides that the applicant would pay the City one $500,000 installment and five $700,000 installments for the City's General Fund to be made annually starting on March 31, 2016 and ending on March 31, 2021. These revised payments cannot be used as credit against future development impact fees. The six required payments result in a total of $4,000,000 in new General Fund revenue; W. The Project provides that the applicant would pay the City an additional $5,000,000 if the Nash Street road extension is not completed within 10 years after the project is approved. If the Nash Street roadway extension is not completed within 10 years, the City will receive a total of $9,000,000 in new General Fund revenue through direct payments from the applicant; and X. The Project provides that the applicant would pay the City a $.50 per square foot fee for all future development on the site. Future revenue collected from this fee would go to the City's General Fund and could be used for any purpose the City chooses. SECTION 3: Environmental Assessment. The City Council makes the following environmental findings: -5- 41 A. The City completed a Draft Environmental Impact Report (DEIR) for this project. A noticed Public Scoping meeting was held on November 5, 2012 pursuant to CEQA Guidelines §15083. A Notice of Preparation of the DEIR was circulated for public review from October 29, 2012 to November 28, 2012 pursuant to CEQA Guidelines §15082. A Notice of Completion for the DEIR was filed with the State Office of Planning and Research on July 14, 2014 pursuant to CEQA Guidelines §15085. The public comment and review period for the DEIR was open between July 14, 2014 and August 27, 2014 in compliance with CEQA Guidelines §15087; B. The Final EIR, which is attached as Exhibit "H," and incorporated by reference, was reviewed by the City Council and the information contained in the Final EIR was considered by the City Council before approving or denying the project in accordance with CEQA Guidelines §15090; C. Pursuant to CEQA Guidelines §15090 the Final EIR reflects the City's independent judgment and analysis. The City Council has independently reviewed and analyzed the Draft EIR prepared for the Project. The Draft EIR is an accurate and complete statement of the potential environmental impacts of the project. The Final EIR was prepared under the City's direction and reflects its independent judgment and analysis of the environmental impacts and comments received on the Draft EIR; D. The Draft EIR generally identifies, for each potentially significant impact of the project, one or more corresponding mitigation measures to reduce impacts to a level of insignificance, with the exception of air quality and noise impacts. The City Council finds that nearly all of the potentially significant impacts identified in the Draft EIR are mitigated by corresponding mitigation measures to the extent set forth in the Draft EIR; E. In accordance with CEQA Guidelines §15091, the City Council has considered written findings regarding each of the significant environmental effects identified in the DEIR before certifying the Final EIR. Each finding includes a rationale of how mitigation measures have lessened identified significant environmental effects to a less than significant level for those effects that have been identified as mitigatable. For the four environmental effects that have been identified in the DEIR as not mitigatable to a less than significant level (Land Use and Planning, Transportation and Traffic, Air Quality and Greenhouse Gas Emissions), the findings provide a rationale on how proposed mitigation measures have substantially lessened these four environmental effects; F. The DEIR states that the City Council must adopt a Statement of Overriding Consideration if it wishes to approve the project. In accordance with CEQA Guidelines §15093 a Statement of Overriding Consideration was included M :A in the project's record for City Council consideration. This statement identifies specific reasons why to support approval of the project based on information in the EIR and in the project's record; and G. The specific issues included in the Statement of Overriding Considerations considered by the City Council are: a) The Project will help foster economic development, business retention, municipal tax base and job creation in the City; b) The Project provides the opportunity for the City's largest employer to grow and expand operations within the City; c) Project approval will trigger one annual payment of $500,000 and five subsequent annual payments of $700,000 towards the City's General Fund for a total of $4,000,000 that can be used by the City for any purpose; d) If the Nash Street Extension roadway improvements are not completed within 10 years of project approval, then the applicant would pay the City an additional $5,000,000; e) An additional fee of $.50 per square foot of new development is required to be paid as development of the project occurs (resulting in $1,000,000 if the conceptual plan is fully built); f) Roadway improvements consistent with the General Plan will result from the Project; g) Bicycle and Pedestrian network improvements will be constructed as part of the project; h) Increased density at the project location is consistent with regional growth strategies, such as the SCAG Compass Blueprint Growth Vision Program; and i) The project could result in potential benefits such as access to additional land for roadway links, potential for the City to accept land for a new public park and a monetary contribution, up to $375,000, to City sewer improvements. Section 4: General Plan and Specific Plan. If approved, the project conforms to the City's General Plan, with the exception of Circulation Element policies C1 -1.2, C1 -1.5, and C1- 1.10. The statement of overriding considerations finds that the public benefits resulting from the Project overcomes the inability to comply with these three Circulation Element policies. Conformance with the rest of the General Plan and the El Segundo South Campus Specific Plan is as follows: A. Following a General Plan Amendment, the General Plan Land Use Designation of the project site would be "El Segundo South Campus Specific Plan (ESSCSP)." This designation is intended to create a plan area that is a flexible mixed -use concept. The Specific Plan contains mechanisms that allow the transfer of land use types and density within the plan area. As conditioned, the proposed project is compatible with the General Plan with the exception of the previously cited Circulation Element policies. B. The General Plan contains a number of relevant Goals, Objectives, and Policies in the Land Use Element. Implementation of the proposed project is consistent with Land Use Element Policy LU4 -1.1 to "require landscaping, its maintenance and permanent upkeep on all new commercial -7- 43 development." The Specific Plan requires a Master Landscape Concept Plan to be submitted before any development occurs in the Specific Plan area and all development will be reviewed to ensure consistency with this Master Landscape Plan. C. The proposed project is consistent with Land Use Element Policies LU4 -3.2 to "encourage mixed -use developments within one quarter mile of Green Line Stations "; LU4 -4.4 to "promote commercial uses, in conjunction with other uses, in buildings within a quarter -mile walking radius of the Green Line stations "; LU4 -4.6 to "promote mixed -use development near transit nodes and encourage modes of transportation that do not require an automobile "; and LU4 -4.8 to "develop guidelines for mixed -use, high intensity nodes within a quarter mile walking radius of the Green Line stations." There is an existing Metro Green Line Station adjacent to the northeast corner of the Project site and much of the plan area is within a quarter mile of this station. The Specific Plan allows for a mix of commercial uses to be developed at locations within a quarter mile of the Metro Green Line Station and includes design guidelines and design features that encourage walking and other alternative means of transportation to the Metro Green Line Station. The majority of existing development on the project site within a quarter mile of this Metro Green Line station is surface parking. D. The proposed project is consistent with Land Use Element Objective LU4 - 4 to "provide areas where development has the flexibility to mix uses, in an effort to provide synergistic relationships which have the potential to maximize economic benefit, reduce traffic impacts, and encourage pedestrian environments." The Specific Plan allows for a range of commercial uses and includes mechanisms allowing for the flexible transfer of uses and density to different locations within the Specific Plan area. The site is currently developed with little integration into the surrounding area and City street network. The site is currently developed with limited uses and has no support retail services and other commercial uses mixed in with the site's existing office, industrial and research and development uses. The development standards and allowed uses in the Specific Plan will allow for a more flexible use of the site and allow for the mixing of uses. The Specific Plan also has requirements for new pedestrian and traffic improvements. E. The proposed project is consistent with Land Use Element Policy LU6 -1.1 to "continue to provide uniform and high quality park and recreational opportunities to all areas of the City, for use by residents and employees." The existing Raytheon South Campus provides a large recreational facility for use by employees, which provides an amenity to employees and also reduces demand for the use of City recreational facilities. The Specific Plan will continue to provide a large outdoor recreational facility to Raytheon Employees and potentially to other employees located within the plan area. MI The project also provides an opportunity in the future for the City to obtain land for a public park. F. The proposed project is consistent with Land Use Element Policy LU7 -1.2 that "no new development shall be allowed unless adequate public facilities are in place or provided for." The utility and public service requirements for the project were evaluated as part of the environmental review process. The required environmental mitigation measures for utilities and services as well as collection of required impact mitigation fees will ensure adequate public facilities are in place or provided. G. The proposed project is consistent with Land Use Element Policy LU7 -1.4 that "storm drain and flood control facilities shall be maintained throughout the City to protect residents and structures from an anticipated 50 -year flood." The project application included a proposed drainage system and the EIR analysis of this system concluded that the project will not result in any net increase in storm water discharge. Compliance with the required environmental mitigation measures for hydrology and water quality will ensure compliance with General Plan flood - proofing requirements. H. The proposed project is consistent with some, but not all, Circulation Element Objectives and Policies based upon a Traffic Study performed for the project. The project is inconsistent with Circulation Element Policies C1- 1.2 to "pursue implementation of all Circulation Element policies such that all Master Plan roadways are upgraded and maintained at acceptable levels of service "; C1 -1.5 to "Implement roadway and intersection upgrades to full Circulation Element standards when needed to improve traffic operating conditions and to serve development "; and C1 -1.10 to "ensure that new roadway links are constructed as designated in the Master Plan and link with existing roadways with the City such that efficient operation of the circulation system is maintained at an operating Level of Service "D" or better." The Traffic Study determined that the proposed project would generate 26,585 new daily trips with 3,042 new AM peak hour, and 3,120 new PM peak hour trips. The project has significant impacts at 16 of the 71 studied intersections and these impacts do not have feasible mitigation. Project approval requires the City Council to adopt a Statement of Overriding Considerations. The proposed project is consistent with Circulation Element Policy C1 -1.3 to "provide adequate roadway capacity on all Master Plan roadways" and C1 -1.5 to "pursue and protect adequate right -of -way to accommodate future circulation system improvements." The project involves improvements on three roadways: El Segundo Boulevard; Nash Street and Continental Boulevard. The roadways improvements will be constructed in compliance with Circulation Element standards for each applicable roadway classification and will provide right of ways consistent with Circulation in 45 Element Exhibit C -10, the City's Master Plan of Streets. J. The project is consistent with Circulation Element Policy C1 -1.4 to "construct missing roadway links to complete the roadway system designated in the Circulation Element when needed to improve traffic operating conditions and to serve development." The Nash Street extension will result in a north -south roadway in the southeastern quadrant of the City, which is identified as a Future Transportation Corridor in the Circulation Element and noted on the City's Master Plan of Streets (Circulation Element Exhibit C -10) as circulation "to be developed in conjunction with land development." K. The project is consistent with Circulation Element Policy C1 -1.6 to "ensure that planned intersection improvements are constructed as designated in Exhibit C -9 to achieve efficient operation of the circulation system at a Level of Service "D" or better where feasible." All feasible intersection improvements have been identified and are required to be completed as part of the project conditions of approval and mitigation measures. The required intersection improvements do not conflict with the improvements identified in Circulation Element Exhibit C -9. L. The project is consistent with Circulation Element Policy C1 -1.7 to "provide adequate intersection capacity to the extent feasible on Major,-Secondary and Collector Arterials to maintain LOS D and to prevent diversion of through traffic into local residential streets." All feasible intersection improvements to increase capacity on Major, Secondary and Collector Arterials are included as project conditions of approval and mitigation measures. Given the project location in the southeast quadrant of the City, which is located away from the City's residential areas, and as identified in the EIR, the Project will not divert through traffic to City of El Segundo residential streets. M. The project is consistent with Circulation Element Policy C2 -1.1 to "encourage the development of pedestrian linkages to and from the Metro Green Line stations to encourage and attract intermodal transit/walking trips" and Policy C2 -1.3 to "encourage new developments in the City to participate in the development of the city -wide system of pedestrian walkways and require participation funded by the project developer where appropriate." The construction of a pedestrian walkway on the east side of the project area is required to provide convenient pedestrian access to the Green Line El Segundo Station located adjacent to El Segundo Boulevard. N. The project is consistent with Circulation Element Policy C2 -2.8 to "evaluate bikeway system links with the Metro Green Line rail stations and improve access wherever feasible." The Project is required to add a new eastbound Class I bicycle path to El Segundo Boulevard and an easement on the east -10- side of the project area for direct bicycle access into the Metro Green Line El Segundo Station, which will improve bicycle access to the station. O. The project is consistent with Circulation Element Policy C2 -3.10 to "encourage the MTA to provide bike storage facilities at the Metro Green Line rail stations." The developer is required to pay $75,000 towards construction of bicycle parking facilities at or adjacent to the Green Line El Segundo Station. P. The project is consistent with Economic Development Element Policies ED1 -2.1 to "expand El Segundo's retail and commercial base so that the diverse needs of the City's business and residential communities are met" and ED1 -2.2 to "Maintain and promote land uses that improve the City's tax base, balancing economic development and quality of life goals." The Project will add retail and commercial uses at the site, replace existing surface parking lots, increase the City's tax base and add new jobs. Q. The project is consistent with Economic Development Element Policy ED1- 2.3 to "balance the City's economic development program with the City's resources and infrastructure capacity." The Project will result in improvements to the City's roadway network and could potentially result in improved sewer infrastructure in El Segundo Boulevard. The EIR for the project evaluated utilities and public services and found that City resources and infrastructure capacity can meet the needs of this Project. R. The project is consistent with Open Space Element Objective OS 1 -2 to "preserve existing and support acquisition of additional private park and recreation facilities to foster recognition of their value as community recreation and open space resources." The Project includes the preservation of existing private recreational facilities through relocation of these facilities within the Specific Plan area. The Project also has the potential to expand the user base of these recreational facilities to employers other than Raytheon. S. The project is consistent with Recreation Element Goal OS1 to "provide and maintain high quality open space and recreational facilities that meet the needs of the existing and future residents and employees within the City of El Segundo." The project maintains high quality open space and recreational facilities for employees working within the Specific Plan area. T. The project is consistent with Air Quality Objective AQ3 -1 to "increase the proportion of work trips made by transit." The project will increase development intensity around an existing Metro Green Line Light Rail Station, consistent with the SCAG RTP /SCS regional mobility plan and the SCAG Compass Blueprint planning policy document. -11- 47 U. The project is consistent with Air Quality Policy AQ 4 -1.1 to "actively encourage the development and maintenance of a high quality network of pedestrian and bicycle routes, linked to key locations, in order to promote non - motorized transportation." The project includes a new bicycle path on El Segundo Boulevard and new bicycle lanes in the Nash Street extension. These new bicycle facilities are consistent with the South Bay Bicycle Plan and will provide better access to the Metro Green Line Light Rail Station adjacent to the site. A new pedestrian easement providing direct access to the Metro Green Line Light Rail Station is also included in the project. V. The project is consistent with Noise Element Program N1 -2.1A to "address noise impacts in all environmental documents for discretionary approval projects, to insure that noise sources meet City Noise Ordinance standards. These source may include: mechanical or electrical equipment, truck loading areas, or outdoor speaker systems." The EIR for the project fully evaluated project noise impacts. The EIR identifies that noise impacts can be fully mitigated. SECTION 5: Subdivision. The City Council cannot make any of the findings for denial set forth in ESMC § 14 -1 -6 for the following reasons: A. The proposed map is consistent with applicable general and specific plans as specified in Government Code § 65451. This project generally meets the goals and objectives of the General Plan and it is consistent with the El Segundo South Campus Specific Plan. Vesting Tentative Map (VTM) No. 71551 proposes 26 new lots. The proposed lots vary in size and meet the minimum lot size requirements established in the El Segundo South Campus Specific Plan. B. The design of the proposed subdivision is consistent with applicable general and specific plans. This project meets the goals and objectives of the General Plan with the exception of three Circulation Element policies. Approval of the project relies on a Statement of Overriding Considerations for the subject Circulation Element policies. C. The site is physically suitable for the proposed type of development in that the proposed lots meet the size and dimension requirements to allow the subdivision of the existing project site. The previous land use designation was Light Industrial and the zoning designation for the property was Light Industrial (M -1). The new El Segundo South Campus Specific Plan allows for the continued operation of the existing office /manufacturing facility and allows for expanded commercial and office development that is consistent with existing development surrounding the Project area. D. The site is physically suitable for the proposed density of development. The proposed project involves subdivision of an approximately 142 acre project -12- WZ site into 26 parcels. The proposed maximum development density is a 0.6 Floor Area Ratio (FAR). This density is consistent with the El Segundo South Campus Specific Plan. This density is also generally in conformance with the maximum FAR allowed in the M -1 Zone, the previous zoning designation of the site. Each new lot will meet or exceed the minimum size and dimension requirements. E. The design of the subdivision or the proposed improvements is unlikely to cause substantial damage or substantially and avoidably injure fish or wildlife or their habitat. The proposed project site is currently improved with approximately 2,089,948 gross square feet of existing Raytheon Company office, industrial and warehouse development, an outdoor recreational area, and 6,873 parking spaces in approximately 20 surface parking lots. The project site is also predominately surrounded by developed urban land permanently altered with buildings, roads and hardscape. There are no fish or wildlife habitats on the site that could be damaged by the proposed subdivision or new development. F. The design of the subdivision will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision. The proposed subdivision is not anticipated to conflict with any known easements located at or near the property. The proposed parcel configuration on the site has been oriented to avoid conflicts with existing easements, such as the existing Metro Green Line elevated rail alignment. SECTION 6: Approvals. A. Subject to the conditions listed on attached Exhibit "A," which are incorporated into this Resolution by reference, the City Council certifies the Final Environmental Impact Report of Environmental Impacts for Environmental Assessment No. EA -905 as set forth in Exhibit "H "; makes findings of fact and adopts a Statement of Overriding Considerations as set forth in Exhibit "G," which are incorporated by reference; and approves General Plan Amendment and General Plan Map Amendment No. GPA 11- 01 and Subdivision No. SUB 11 -02 for Vesting Tentative Map No. 71551. B. The City Council amends the Land Use Plan ( "Land Use Designations — Commercial Designations" subsection) of the Land Use Element of the General Plan to reflect the addition of the El Segundo South Campus Specific Plan, including a description of the allowed uses and the maximum land use density allowed. The corresponding changes are set forth in attached Exhibit "B," which is incorporated into this Resolution by reference. C. The City Council amends the Land Use Plan ( "Southeast Quadrant" subsection) of the Land Use Element of the General Plan to reflect the change of the Project area at 2000 -2100 East El Segundo Boulevard from -13- WE Light Industrial to El Segundo South Campus Specific Plan. The corresponding changes are set forth in attached Exhibit "C," which is incorporated into this Resolution by reference. D. The City Council amends the 1992 General Plan Summary of Existing Trends Buildout (Exhibit LU -3) of the Land Use Element to reflect the change of the Project area at 2000 -2100 East El Segundo Boulevard from Light Industrial to El Segundo South Campus Specific Plan. The corresponding changes to the Land Use Element are set forth in attached Exhibit "D," which is incorporated into this Resolution by reference. E. The City Council amends the General Plan Land Use Map to reflect the change of the Project area at 2000 -2100 East El Segundo Boulevard from Light Industrial to El Segundo South Campus Specific Plan (ESSCSP). The corresponding changes to the Land Use Map are set forth in attached Exhibit "E," which is incorporated into this Resolution by reference. F. The City Council, in accordance with the requirements of Public Resources Code § §21081(a) and 21081.6, adopts a Mitigation Monitoring and Reporting Program (MMRP) as set forth in attached Exhibit "F," which is incorporated into this Resolution by reference. The City Council adopts each of the mitigation measures expressly set forth in the MMRP as conditions of approval of the Project. G. The City Council approves Vesting Tentative Map (VTM) No. 71551 (a 26 lot subdivision map) attached as Exhibit 1," which is incorporated into this Resolution by reference. SECTION 7: Reliance on Record. Each and every one of the findings and determinations in this Resolution are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 8: Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. -14- WE SECTION 9: Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. SECTION 10: This Resolution will remain effective until superseded by a subsequent resolution. SECTION 11: A copy of this Resolution must be mailed to the Raytheon Company, and to any other person requesting a copy. -15- 51 SECTION 12: This Resolution is the City Council's final decision and will become effective immediately upon adoption. PASSED, APPROVED AND ADOPTED this 1St day of December, 2015. Suzanne Fuentes, Mayor ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO 1 I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. was duly passed, approved and adopted by said City Council at a regular meeting held on the 1St day of December, 2015, approved and signed by the Mayor, and attested to by the City Clerk, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney Karl H. Berger, Assistant City Attorney -16- 52 EXHIBIT 1 a CITY COUNCIL RESOLUTION NO. EXHIBIT A CITY COUNCIL ORDINANCE NO. EXHIBIT D CONDITIONS OF APPROVAL In addition to all applicable provisions of the El Segundo Municipal Code ( "ESMC "), the Raytheon Company, agrees to comply with the following provisions as conditions for the City of El Segundo's approval of Environmental Impact Report for Environmental Assessment No. EA -905, General Plan Amendment and General Plan Map Amendment No. GPA 11 -01, Specific Plan No. SP 11 -01, Zone Change and Zoning Map Amendment No. ZC 11 -01, Zone Text Amendment No. ZTA 11 -01, Development Agreement No. DA 11 -02, and Subdivision No. SUB 11 -02 for Vesting Tentative Map (VTM) No. 71551 ( "Project Conditions "). Planning and Building Safety Department 1. Before building permits are issued, the applicant must obtain all the necessary approvals, licenses and permits and pay all the appropriate fees as required by the City. 2. The applicant must comply with all mitigation measures identified in the Final Environmental Impact Report prepared for the Project. A Mitigation Monitoring and Reporting Program (MMRP) was prepared as part of the environmental review for the project and is attached as Exhibit "F" to this Resolution. The mitigation measures of the MMRP are incorporated into these conditions of approval by reference. All mitigation measures and conditions of approval must be listed on the plans submitted for plan check and the plans for which a building permit is issued. 3. Before the City issues building permits located on sites within the ESSCSP, the applicant must submit site specific landscape and irrigation plans to the Planning and Building Safety Department and the Parks and Recreation Department for review and approval to demonstrate compliance with the City's Water Conservation regulations and Guidelines for Water Conservation in Landscaping (ESMC § §10 -2 -1, of seq.). The landscaping and irrigation must be completely installed before the City issues a final Certificate of Occupancy. 4. The applicant must build the Nash Street roadway extension and associated public improvements in accordance with Section 7.1 of the Development Agreement. The design and construction of the Nash Street roadway extension is subject to review and approval by -1- 53 the Director of Public Works and Director of Planning and Building Safety. 5. The applicant must cooperate with the City in creation of a landscaping and lighting assessment district for the Nash Street Extension in accordance with Section 7.1.6 of the Development Agreement. 6. The applicant must build the Continental Boulevard Roadway Extension in accordance with the El Segundo South Campus Specific Plan and Section 7.2 of the Development Agreement. 7. The applicant must cooperate with the City in creation of a landscaping and lighting assessment district for the Continental Boulevard Extension in accordance with Section 7.2.5 of the Development Agreement if a dedication of the Continental Boulevard roadway extension and associated improvements is accepted by the City. & The applicant must record a 20 -year irrevocable offer of dedication of Parcel 26 of Tentative Vesting Map No. 71551 in accordance with the El Segundo South Campus Specific Plan and Section 7.2.6 of the Development Agreement. Before recordation, the irrevocable offer to dedicate must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 9. The applicant must complete the El Segundo Boulevard roadway and associated right -of -way improvements in accordance with Section 7.3 of the Development Agreement. The design and construction of the El Segundo roadway and associated improvements is subject to review and approval by the Director of Public Works and Director of Planning and Building Safety. 10. The applicant must construct a Class I bicycle path on El Segundo Boulevard in accordance with the El Segundo South Campus Specific Plan and Section 7.4 of the Development Agreement. 11. The applicant must construct Class II bicycle lanes in the Nash Street Extension in accordance with the El Segundo South Campus Specific Plan and Section 7.5 of the Development Agreement. 12. The applicant must pay $75,000 towards the construction of bicycle parking facilities at or adjacent to the Metro Green Line El Segundo Station in accordance with Section 7.6.1 of the Development Agreement. �2- 54 13. The applicant must allow a pedestrian easement across one or a combination of Parcels 13, 14 and /or 24 of Vesting Map No. 71551 to allow direct pedestrian access to the Metro Green Line Light Rail Station in accordance with the El Segundo South Campus Specific Plan and Section 7.6.1 of the Development Agreement. Before recordation, the pedestrian easement must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 14. The applicant must record a 20 -year irrevocable offer of dedication of Parcels 20 and 22 of Vesting Map No. 71551 in accordance with the El Segundo South Campus Specific Plan and Section 7.7 of the Development Agreement. Before recordation, the irrevocable offer to dedicate must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 15. To obtain access to sewer service in El Segundo Boulevard a 25% payment by the applicant towards the cost of a sewer line capacity upgrade, up to $375,000, in accordance with Section 8.2 of the Development Agreement is required not later than December 31, 2018. 16. If the applicant sells more that 20% of the ESSCSP campus area (28.44 acres) to a user other than Raytheon or a Raytheon affiliate, then all employees within the ESSCSP area must be provided access to the 7.54 acre Open Space and Recreational area in accordance with Section 9 of the Development Agreement. 17. The applicant must record a 20 -year irrevocable offer of dedication of the 7.54 acre recreation /open space area to the City of El Segundo, in a form approved by the City Attorney, for future potential park purposes in accordance with the Development Agreement if located on any of the lots (Parcels 1, 2, 3, 4, 7, 8, 13 or 14 of Vesting Map No. 71551) outside the Raytheon security fenced perimeter. 18. The applicant must make one annual $500,000 payment and five subsequent annual $700,000 payments to the City as identified in Section 10 of the Development Agreement. Six annual payments are required starting on March 31, 2016 and ending on March 31, 2021. If the Nash Street roadway extension improvements are not completed within 10 years of the effective date of the City Council ordinance approving this project, an additional $5,000,000 payment to the City is required. -3- 6•1U 19. A $.50 per square foot fee for all new development on the site is required. All revenue from this fee will be deposited to the City's General Fund. 20. The applicant is required to obtain any necessary approvals from the Los Angeles County Metropolitan Transportation Authority (Metro) for any work that involves encroachment onto Metro easement areas or right -of -ways. These approvals may include, without limitation, pedestrian, bicycle and roadway easements and temporary right -of- entry agreements. 21. The applicant is required to submit building and engineering plans to Metro for any project site located within 100 feet of the Metro station or rail easement. Clearance of these plans from Metro is required before the City can issue a building permit. Metro requires an Engineering Review Fee for evaluation of any impacts based on adjacency and relationship of proposed new structures to the Metro existing structures. 22. The applicant is required to obtain a Metro Special Operation Permit for use of a pile driver or any other equipment in close proximity to a Metro aerial railway support structure at least one week before starting construction. 23. If required by Metro, the applicant must obtain a track allocation permit for any work within ten feet of a Metro aerial railway support structure. Permits allowing for single tracking or a power shutdown must be obtained from Metro at least two weeks before the start of construction. 24. The applicant must allow Metro representatives access to monitor any construction activity to ascertain if construction activity will have any impacts on Metro Right -of -Way. 25. Wayfinding signage to the Metro Green Line Station and other transportation facilities must be provided at appropriate locations within the Specific Plan area. These signs must be consistent with applicable Metro guidelines for wayfinding signage. The Director of Planning and Building Safety and the Director of Public Works must review and approve the location and appearance of wayfinding signs. 26. Before the City issues a certificate of occupancy for any new building within the ESSCSP, the applicant must contact Metro about employer transit pass programs. The applicant must provide -4- 56 verification of this contact to the Director of Planning and Building Safety. 27. Projects located within the ESSCSP must comply with the City's Transportation Demand Management (TDM) regulations (ESMC § §15 -17 -1, et seq.). Evaluation for compliance with the City's TDM regulations for specific projects will occur as part of the Site Plan Review process identified in ESSCSP § VII.D. 28. The applicant must contact the County Sanitation Districts of Los Angeles County Industrial Waste Section and receive a determination as to the necessity of a permit for industrial waste discharge before City approval of a Site Plan Review for any project within the ESSCSP. 29. A Study Application Package for a second customer dedicated substation must be submitted to Southern California Edison before City approval of a Site Plan Review for any project that would require electrical service from a second substation within the ESSCSP area. 30. The applicant must submit six sets of project plans depicting the El Segundo roadway widening and intersection improvements for Southern California Edison review and approval before City approval of building permits for a building identified as part of Phase II in the EIR. 31. Trash and recycling enclosures must be provided and shown on site plans that are sufficiently large enough to store the necessary bins required for the regular collection of commercial solid waste and recyclable materials. The site plan with the location and dimensions of the trash and recycling enclosure and an elevation view of the enclosure must be provided to the Planning and Building Safety Department for review and approval before the City issues building permits. 32. A qualified cultural resources monitor must be present during earthmoving construction activities. The requirements and procedures set forth in Public Resources Code §§ 5097, et seq., must be implemented if human remains are discovered during site excavation. 33. Ground level mechanical equipment, refuse collectors, storage tanks, generators, and other similar facilities must be screened from view consistent with the development standards and design guidelines contained in the El Segundo South Campus Specific Plan. -5- 57 34. Exterior lighting must be designed to minimize off -site glare. 35. Buildings must be designed to comply with all ESMC standards for the attenuation of interior noise. 36. At the time of plan check submittal for the first project within the ESSCSP area the applicant must submit funds to cover reasonable first year costs, including City consultant costs, of monitoring all conditions of approval and mitigation measures adopted in the MMRP. Annually thereafter, the applicant is required to replenish funds sufficient to cover the reasonable costs, including City consultants' costs for each year. The Director of Planning and Building Safety, at the Director's discretion, may retain a consultant to coordinate and monitor compliance. 37. Before the City issues a grading permit, building permit, or certificate of occupancy, as applicable, the applicant must provide evidence to the Director of Planning and Building Safety that all mitigation measures in the MMRP are or will be implemented. 38. A Landscape Master Plan for the ESSCSP must submitted to the City before it approves the first Site Plan Review within the Specific Plan area. This Landscape Master Plan is subject to review and approval by the Director of Planning and Building Safety. 39. An overall Master Sign Program for the ESSCSP must be submitted to the City before it approves the first Site Plan Review within the Specific Plan area. This Master Sign Program is subject to review and approval by the Director of Planning and Building Safety. 40. A Trip Budget tracking system, based on the criteria contained in Appendix A of the El Segundo South Campus Specific Plan, must be developed and approved by the Director of Planning and Building Safety. An update of the Trip Budget tracking system is required to be submitted with every Site Plan Review and Plan Check for projects located within the ESSCSP area. 41. The Project Trip Ceiling for the project is the maximum number of vehicle trips permitted for the project. The Project Trip Ceiling for new development within the ESSCSP area consists of: 3,042 AM Peak Hour Trips (2,634 In and 408 Out) 3,120 PM Peak Hour Trips (631 In and 2,489 Out) 26,585 Total Daily Trips I. WR 42. Before the City issues a building permit for the first building located within any Phase identified in the EIR, a reclaimed water facility plan must be submitted for review and approval by the Director of Planning and Building Safety and the Director of Public Works. 43. The project must meet all design criteria of the Specific Plan to the satisfaction of the Director of Planning and Building Safety. Building Division Conditions 44. Before the City issues building permits, the applicant must submit a geotechnical /soils report, along with an associated grading plan that addresses the current code to the Planning and Building Safety Department for review and approval. 45. Before the City issues grading permits, the applicant must submit a soils report to the Planning and Building Safety Department for review and approval. 46. Before the City issues building permits, plans must show compliance with the version of the California Building Code, as adopted by the ESMC, in effect at the time of building permit application. 47. Before the City issues grading or building permit for any project within the Specific Plan area, the applicant must provide evidence to the reasonable satisfaction of the Director of Planning and Building Safety that all applicable permits from other agencies are obtained including, without limitation, the California Department of Transportation, Regional Water Quality Control Board (Los Angeles Region), South Coast Air Quality Management District, and Los Angeles County Department of Public Works. Fire Department Conditions 48. The project must comply with all applicable requirements in the California Fite Code and the International Fire Code, as adopted by the ESMC, and El Segundo Fire Department regulations, in effect at the time of building permit application. 49. Before the City issues a building permit, the applicant must submit a Fire /Life Safety Plan to the Fire Chief (or designee) identifying fire safety precautions during demolition and construction, emergency site access during construction, permanent fire department access, fire hydrant locations and any existing or proposed fire sprinkler system and fire alarm systems. -7- WE 50. The applicant must provide a fire apparatus access roadway around the west and north side of Raytheon Building E -1 (2000 East El Segundo Boulevard) and the west side of Raytheon Buildings E -2 (2002 East El Segundo Boulevard) and E -3 (2004 East El Segundo Boulevard). The fire apparatus access roadway must meet requirements in the adopted California Fire Code and El Segundo Fire Department Fire Prevention Regulation A -1 -a. 51. Private fire main systems for each new building or parcel must be from an independent public water supply. There can be no sharing of private fire main systems between parcels. 52. The applicant must provide an automatic fire sprinkler system throughout each building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 13, both as adopted by the ESMC. 53. The applicant must provide the following conditions for any fire features as part of this project: A) A barrier must be provided around the fire feature to prevent accidental access into the fire feature; B) The distance between the fire feature and combustible material and furnishing must meet the fire feature's listing and manufacturer's requirements; and C) If the feature's protective barrier exceeds ambient temperatures, all exit paths and occupant seating must be a minimum 36 inches from the fire feature. 54. Each building needs to be identified as a separate street address for emergency response purposes. 55. The project must provide on -site collection and dispersion (infiltration) of non - stormwater discharges from testing and maintenance of water -based fire protection systems (fire sprinklers and private fire main systems) and other non - stormwater discharges. 56. Any diesel - powered generators must be approved by the Fire Department, Environmental Safety Division, and provide for secondary containment, placarding, spill detection and prevention. Underground tanks require additional environmental monitoring requirements. 57. The applicant must provide the Environmental Safety Division of the El Segundo Fire Department an inventory of any and all chemicals used in facilities that exceeds 55 gallons, 500 pounds or 200 cubic feet. IN [TO 58. The applicant, or designee, must contact Underground Service Alert before digging or excavating. 59. Restaurant and industrial activities must have segregated wastewater systems to ensure pre- treatment devices are adequately protected. Public Works Department Conditions 60. All onsite utilities including, without limitation, water, electricity, gas, sewer and storm drains, must be installed underground. Contact Southern California Edison for required service and underground requirements. 61. The applicant must secure any required encroachment permits from the Public Works Department before commencing any work in the public right -of -way. 62. The project must comply with the latest National Pollution Discharge Elimination System (NPDES) requirements and provide Best Management Practices (BMPs) for sediment control, construction material control and erosion control. 63, Before the City issues a building permit, the location and sizes of all proposed water meters must be approved by the City's Water Division. 64. Acceptable water service connection points for future construction in the ESSCSP area is subject to review and approval by the Director of Public Works. 65. The location of existing water service lateral connection points in the ESSCSP area as well as existing and proposed fire hydrant connections area subject to review and approval by the Director of Public Works. 66. City water mains cannot be located on private property. The applicant must provide a main meter in the public right -of -way. 67. Wastewater facilities cannot have structures built over them. 68. Wastewater facilities cannot be designed with curves; they must be straight lines from manhole to manhole. If deviations are needed, they must be made at manholes. In 61 69. A registered civil engineer must provide storm (hydrologic and hydraulic) calculations for appropriate storm drain facilities to control on -site drainage and mitigate off -site impacts, as follows, subject to review and approval from the Public Works Director, or designee: The design must follow the criteria contained in the most recent additions of both the Los Angeles County Department of Public Works Hydrology Manual and Standard Urban Storm Water Mitigation Plan. Flows must remain in their historical drainage pattern so as not to impact neighboring properties. • New development cannot increase the rate of flow (cubic feet per second) or velocity (feet per second) of site run -off water to any off -site drainage areas beyond the measured or calculated pre - project rate and velocity. 70. Construction related parking must be provided on -site. 71. All record drawings (as -built drawings) and supporting documentation must be submitted to the Public Works Department before scheduling the project's final inspection. Police Department Conditions 72. Before the City issues a building permit within the ESSCSP, the applicant must submit photometric light studies for Police Chief or designee review and approval. A site plan must be provided showing buildings, parking areas, walkways, and the point -by -point photometric calculation of the required light levels. 73. A schematic plan of the security camera systems for new structures must be submitted for Police Chief or designee review and approval before the City issues a building permit, and must be included as a page in the stamped approved set of plans. 74. Lighting devices must be enclosed and protected by weather and vandal resistant covers. 75. The location and design of crosswalks are subject to Police Chief or designee review and approval review and approval. 76. The location and design of future bicycle racks and bicycle parking areas are subject to Police Chief or designee review and approval. -10- .VA 77. The Police Chief or designee will review new buildings and tenant improvements within buildings during the plan check process. Interior and exterior improvements are subject to Police Chief or designee review and approval. Items subject to review include, but are not limited to, doors and hardware, roll -up doors, stairwells, exterior mounted ladders and trash dumpsters. 78. Street addressing must be a minimum of 6 inches high and must be visible from the street or driving surface, of contrasting color to the background and illuminated during hours of darkness. Addressing must also be shown on plan elevations. 79. All landscaping must be low profile around perimeter fencing, windows, doors and entryways so as not to limit visibility or provide climbing access. Dense bushes cannot be clumped together in a manner that provides easy concealment. Construction Conditions 80. Before any construction occurs within the plan area, the perimeter of the development site must be fenced with a minimum 6 -foot high fence. The fence must be covered with a material approved by the Planning and Building Safety Director, or designee, to prevent dust from leaving the site. 81. Public sidewalks must remain open at all times. 82. All haul trucks hauling soil, sand, and other loose materials must either be covered or maintain two feet of freeboard. 83. Construction vehicles cannot use any route except the City's designated Truck Routes. 84. The applicant must develop and implement a construction management plan for any project located within the Specific Plan area. The construction management plan is subject to Director of Planning and Building Safety and Director of Public Work review and approval. The plan must include measures recommended by SCAQMD Rules 402 and 403. 85. During construction and operations, all waste must be disposed in accordance with all applicable laws and regulations. Toxic wastes must be discarded at a licensed, regulated disposal site by a licensed waste hauler. -11- 63 Impact Fee Conditions 86. Pursuant to ESMC §§ 15- 27A -1, et seq., and before building permits are issued, the applicant must pay a one -time fire services mitigation fee in accordance with City Council Resolution No. 4687. 87. Pursuant to ESMC §§ 15- 27A -1, et seq., and before building permits are issued, the applicant must pay a one -time police services mitigation fee in accordance with City Council Resolution No. 4687. 88. Pursuant to ESMC §§ 15- 27A -1, et seq., and before building permits are issued, the applicant must pay a one -time park services mitigation fee in accordance with City Council Resolution No. 4687. 89. Before building permits are issued, the applicant must pay the required sewer connection fees (as specified in ESMC Title 12 -3). 90. Pursuant to ESMC §§ 15- 27A -1, et seq., and before the City issues a certificate of occupancy for buildings within the Specific Plan, the applicant must pay a one time traffic mitigation fee in accordance with City Council Resolution No. 4443. 91. Permittee agrees to pay City any development impact fees ( "DIFs ") that may be applicable to the Project. Permittee takes notice pursuant to Government Code § 66020(d) that City is imposing the DIFs upon the Project in accordance with the Mitigation Fee Act (Government Code § 66000, et seq.). The permittee is informed that it may protest DIFs in accordance with Government Code § 66020. 92. All required fees, adopted by agencies with jurisdiction over intersections and roadways affected by this Project and identified in the MMRP adopted for this project, must be calculated and collected by affected agencies before Certificates of Occupancy are issued for any building identified as part of Phase II in the EIR. Proof of fee payment must be provided to the Director of Planning and Building Safety. 93. Before building permits are issued, the applicant must pay the required School Fees. This condition does not limit the applicant's ability to appeal or protest the payment of these fees to the school districts(s). iscellaneous 94. Unless otherwise provided by the Development Agreement, the vesting tentative map will expire pursuant to Government Code § 66452.6 and ESMC § 14 -1 -12. -12- 95. The Raytheon Company, agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from the City's approval of Environmental Assessment No. EA -905, General Plan Amendment/General Plan Map Amendment No. GPA 11 -01, Specific Plan No. SP 11 -01, Zone Change and Zoning Map Amendment No. ZC 11 -02, Zone Text Amendment No. ZTA 11 -01, Development Agreement No. DA 11 -02, and Subdivision No. 11 -02 (VTM No. 71551). Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the City approval of Environmental Assessment No. EA -905, General Plan Amend ment/GeneraI Plan Map Amendment No. GPA 11 -01, Specific Plan No. SP 11 -01, Zone Change and Zoning Map Amendment No. ZC 11 -02, Zone Text Amendment No. ZTA 11 -01, Development Agreement No. DA 11 -02, and Subdivision No. 11 -02 (VTM No. 71551), the Raytheon Company, agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. By signing this document, Scott Pozza, on behalf of the Raytheon Company, certifies that they have read, understood, and agree to the Project Conditions listed in this document. Scott Pozza Director - Facilities and Real Estate Space and Airborne Systems The Raytheon Company, a Delaware Corporation PAPlanning & Building Safety \0 Planning - Old \PROJECTS (Planning) \901 -9MEA- 905 \City Council \EA - 905.CC reso.doc -13- 65 EXHIBIT 1 b City Council Resolution Exhibit B El Segundo General Plan Land Use Element - Page 3 -8 Commercial Designations Add the following text to page 3 -8 as an additional paragraph at the end of the "Commercial Designations" subsection of the "Land Use Designations" section: "E! Segundo South Campus Specific Plan: Permits a mix of office, commercial retail research and development, industrial and related recreational uses. The maximum overall FAR in the Specific Plan is 0.60 based on the gross square foot size of the Specific Plan proiect area. " PAPlanning & Building Safety\0 Planning - Old\PROJECTS (Planning) \901- 925\EA- 905 \City Council \City Council 12.1.2015 \12.1.2015 ExhibitsT- A- 905.Exhibit B.GP excerpt - Land Use Designations.doc •O EXHIBIT 1 c CITY COUNCIL RESOLUTION NO. EXHIBIT C Excerpt from Page 3 -12 of the El Segundo General Plan Land Use Element Proposed Land Use Plan "Southeast Quadrant The majority A large portion of the southeast quadrant is designated light industrial (365-.} 213.82 ac). This category allows for a mixture of light industrial and office uses, similar to what is now existing in some of the business parks between Douglas Street and Aviation Boulevard. The southern portion of the quadrant, along Rosecrans Avenue west of Aviation Boulevard, is designated as Urban Mixed -Use South, allowing a mixture of office, hotel, and retail uses. This area totals 70.6 acres. The northeast corner of Rosecrans Avenue and Sepulveda Boulevard (84.8 ac), currently occupied by Air Products and Allied Chemical, are designated for heavy industrial. There is a small commercial piece (0.9 ac) along Sepulveda Boulevard, just south of El Segundo Boulevard. The remaining land in the southeast quadrant is designated as public facilities for the Green Line station along El Segundo Boulevard and the proposed water reclamation facility north of Hughes Way, parks for the Golf Course and Driving Range along Sepulveda Boulevard, and open space along the Southern California Edison transmission line rights -of -way. A 5.4 acre portion of the Southern California Edison right- of-way is also designated as the Aviation Specific Plan area. The privately -owned park for Hughes employees is also designated as open space, to ensure it will continue to be used as a recreation facility. The U.S. Government Air Force Base south of El Segundo Boulevard (42.1 ac) has been placed in the Federal Government land use designation. "The El Segundo South Cam us Specific Plan 1.42.28 acres), located in the northwestern portion of the quadrant off of East EI Segundo Boulevard allows for a mixture of office commercial retail, research and development industrial and related recreational uses." PAPlanning & Building Safety\0 Planning - Old\PROJECTS (Planning) \901- 925\EA- 905 \City Council \City Council 12.1.2015 \12.1.2015 Exhibits\EA -905 City Council Reso Exhibit C - General Plan Land Use Plan.doc 67 EXHIBIT 1 d City Council Resolution No. Exhibit D 1992 General Plan Summary of Existing Trends Build -out Land Use Category Acres Dwelling Square Footage Units Single - Family Residential 357.2 2,858 - Two- Family Residential 57.4 934 - 540 East Imperial Avenue Specific Plan 5.65 3043 - Multi- Family Residential 119.7 3,389 - Neighborhood Commercial 6.6 85' 89,110 Downtown Commercial 8.8 18' 383,328 General Commercial 37.1 - 1,618,508 Corporate Office 213.62 - 12,461,324 Commercial Center 85.8 - 850,000 Smoky Hollow 93.55 268 2,445,023 Urban Mixed -Use North 232.5 - 13,166,010 Urban Mixed -Use South 70.6 - 3,997,936 124th Street Specific Plan 3.9 1 73,530 Aviation Specific Plan 5.4 - 66,000 Downtown Specific Plan 26.3 2321 1,145,628 Corporate Campus Specific Plan 46.5 - 2,550,000 199 North Continental Boulevard - - - Specific Plan 1.75 - 70,132 222 Kansas Street Specific Plan 4.65 - 121,532 888 No. Sepulveda Boulevard - _ - Specific Plan 2.98 - 206,710 El Segundo South Campus - _ - Specific Plan 142.28 - 4,231,547 Parking 11.8 _ _ Light Industrial 356.1 _ 18,529, 00 213.82 16,190,266 Heavy Industrial 1001 _ ? Public Facilities 87.9 - _ Federal Government 90.6 - _ Open Space 77.0 - _ Parks 50 _ Street and Railroad R.O. W 442.6 - _ Totals 3,497 8,089 57,'� 73,?,711 59,666,584 Population Projection 17,287 — 1 Existing construction and recently constructed, renovated commercial centers and legal non - conforming residential uses at densities that are currently higher than allowed by the land use designations in this plan will not realistically be converted to mixed commercial/residential uses and these buildings are expected to remain for the life of the Plan. 2 The heavy industrial shown on this plan includes the Chevron Refinery and former Southern California Edison Generation Station. These facilities have processing equipment and tanks rather than buildings and are expected to remain for the life of the Plan. Therefore, no estimated building square footage is shown. 3 This number represents the maximum number of dwelling units that can be developed in Option I of the 540 East Imperial Avenue Specific Plan, If Option I is not built, the maximum number of units that can be developed in Option 2 of the 540 East Imperial Avenue Specific Plan is 58 residential dwelling units. 68 O a [D Q O W J Z) a w CORPORATES OFFICE �- y HuGHESWP___ S LIGHT INDUSTRIAL o - 1991N CONTINENTAL BLVD SP4' Q r � Z - URBAN -_ CORPORATE 3: MIXEd -USE Z OFFICE NORT Q Z Z O Z U E EL SEGUNDO BLVD N� ,p 1 LIGHT ' INDUSTRIAL f EXHIBIT 1 e URBAN MIXED -USE NORT EXHIBIT E 2000 -2100 East El Segundo Boulevard Proposed General Plan Land Use Designation City of El Segundo El Segundo South Campus Specific Plan NW EXHIBIT F MITIGATION MONITORING AND REPORTING PROGRAM (MMRP) EXHIBIT If WK 11.0 Mitigation. Monitoring and Reporting Program 71 sEG�3�' Environmental Impact Report El Segundo South Campus Specific Plan (EA 905) 11.4 MITIGATION MONITORING AND REPORTING PROGRAM Section 1.0 and Section 5.0 of this EIR identify the mitigation measures that will be implemented to reduce the impacts associated with the El Segundo South Campus Specific Plan Project. Public Resources Code § 21081.6 requires a public agency to adopt a monitoring and reporting program for assessing and ensuring compliance with any required mitigation measures applied to proposed development: ... the public agency shall adopt a reporting or monitoring program for the changes to the project which it has adopted, or made a condition of project approval, in order to mitigate or avoid significant effects on the environment. Public Resources Code Section 21081.6 provides general guidelines for implementing mitigation monitoring programs and indicates that specific reporting and /or monitoring requirements, to be enforced during project implementation, must be defined before certification of the Final EIR. The mitigation monitoring table below lists mitigation measures that can be included as conditions of approval for the Project. These measures correspond to those outlined in Section 1_0 and discussed in Section 5.0. To ensure that the mitigation measures are properly implemented, a Mitigation Monitoring and Reporting Program (MMRP) was drafted that identifies the timing and responsibility for monitoring each measure. The applicant/developer of specific future projects will have the responsibility for implementing the measures, and the various City Departments will have the primary responsibility for monitoring and reporting implementation of the mitigation measures. Final . 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D O CM N dam' O T co n:- O in r_, o o 3 2 ° .0 2 N ) > C = T . -0 •) C " a) 0 U = T a U = EL a cm 0) O] 'q � U a) {� 0 C7 w C7 u-Ni H c N c .n co 2 p L C- _0 CD a) IL a a Q` m m U) J V N rLO.. a3 iq O C C co 'O to N T T� T o o R ca 2 a) a E Q F^ E a E> E a o) t U � O cu co C ,a3i © N ai .0 •C L co (n C a) ` Q) N O T U_ V z_ �„� a3 a7 0 O a) L w V y L a) Zi � F-- U a) .n O a3 U L a) Mn a) to 2 = .— O O C C O 5 U O �--- C d U 0 0 .-• n O E ° w - c •n C ca � N a) O U g u5 _ > v N y N ';E r_n V Q-8 a7 C) _ U= N C 2) U> O a) > a) O d N cu 2 C C E 0 0= d C °7 O E• 07 0= = V U C c` W /A v/ L L--. = n o N O U L 'O Q •O'O O L O •V N O O -0 a) T cc C C- N (U O N fCp O E 6 a) U C O E J c o a in o m �° 4- C ca C U O E O a) 'O n= 0- Z5 T o 4)� L-0 2 0) O n 2� o a) Odd C W W N E a�i om 0 2 2 ;,,.2 E o Q) O C n c o TO c U 3 rn o C C a) U - O` O L a) C O a E 3 0 O D D a) C a) > M O> 0 T a) L 0 N C O N 2 a) E a) N L ca L--• o 7 m CL CO +L--. y .0 > c� °-8 E 3 a) U p= N= (ca L o m �H >� O p `) 4> oi5 va a) a)a•rnrn D1= a C L� N Q y .O E o) 3 co .E 0I N 0-.Q C •€ = a) 2 a) > m cm ~> y o c cu —J c m E E v vi c a) n a) - a) o =} a5 J 3 u J O T m 2 2 O n ) a) 2 �- O N n O) O E n ~ O O O> x a) O U m w a) U U > n'- N U C O n` `) C N U n ca c) E °3 • CA ._-. « J = U v) O L-• C O L-. m� O 930-c-2.2 O m = U � 3 N L u, 2- U �o +L O a) a) ca o f ,On (CO N o° o c U -o •E O o 2= E �) 3 L WU d . v_, a OI C t6 . 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"' tm m `o N o) a) -o �'o a`� W j C .= y C) :2 •� O N C N r- E co 0) O = th >`N cu .L...m m C >..Cm N . c LL o m a) d °) �n E 0 2 m C) 0 � d a) z o mo c E m EL E EU i a C N toU 2�O'j Q OY c o N c m m U Cnu).T . a) Q n H a) n m m 'v c m y E rn �, a) W U w m m.0 U m D m c D m w m a`) m L m o) m E p m •-- "-' 'O u) U m m O y a) —'U, O m N > U n N U O .c (� O T o> O O r� f(D o• c �n u,.oQQ o m YJ n� �U 6; a) O a)m >. a)o-U E 3 a)v m N.m J Q_ cn O O_ m mL �O c U .�4) N` m O N LU c c O _ _ E m m n E a) m a' v E �i' N v a) o o a) L Y CD o 0 v m c m e 3 c E o` .- E c a) o m •� 0 _ -o m m c `o a) a) ai c .o n- — O o C _ cm _ 2. G7 •� m L d U O E N ui m m O U d m ` i6 C Y 7 'C-- -• a) �i C� O T U 0 m C .� c o— .N m O m U O- a a) m 0 .-• m m m 2 a) 2 E 0 C C u) a) O m L a) O _ 7 U � n N �_ a) c �' E co., .--o n O o w a3i ui N •E a n o v ui 3 3 L m a) uJ U '� O O N n CL C ` U T O T m d m C-o O +N-• C C O +L-• m c m m o _ U m c c w .c a) aEi �.� c 0 :� o - m� 21 _ c _ m E n m� m d o a O-o m o n v o o c"oi 2 n m c a`�t E O �c •N Q Z O O N LO T m�� m >� E N a) a) U tUn d o C Q m� ow.E m`ov now cu to m w H cV J N co N N RUP �n co. a a 0 C4 P4 ro en q 0 C 0 kn ri 0 N G 0 • • Rio u a� u q PA qq Pi u w `n aai a o q � c q o W � cV] o q v acs fit v � W 00 Y C .Q N _A O C O tr) C O C N • N t0 � ik CL • • • CITY COUNCIL RESOLUTION EXHIBIT G ENVIRONMENTAL FINDINGS OF FACT AND STATEMENT OF OVERRIDING CONSIDERATIONS EXHIBIT i g •K CITY COUNCIL RESOLUTION NO. Exhibit G FINDINGS OF FACT AND STATEMENT OF OVERRIDING CONSIDERATIONS After receiving, reviewing, and considering all the information in the entire administrative record for Environmental Assessment No. EA -905, General Plan Amendment and General Plan Map Amendment No. GPA 11 -01, Specific Plan No. SPA 11 -01, Zone Change and Zoning Map Amendment No. ZC 11 -02, Zone Text Amendment No. 11 -01, Development Agreement No. 11- 02, and Subdivision No. 11 -02 for Vesting Tentative Map No. 71551 (collectively, the "Project ") including, without limitation, the factual information and conclusions set forth in this Resolution and its attachment, the City Council finds, determines, and declares as follows: FINDINGS REQUIRED BY CEQA. CEQA Guidelines § 15090 require the City to certify that: 1. The Final Environmental Impact Report (FEIR) has been completed in compliance with CEQA; 2. The FEIR was presented to the decision - making body of the lead agency and that that decision - making body reviewed and considered the information contained in the final EIR before approving the Project; and 3. The FEIR reflects the lead agency's independent judgment and analysis. II. FINDINGS REGARDING THE POTENTIAL ENVIRONMENTAL EFFECTS OF THE PROJECT. A. Impacts Found To Be Insignificant in the Initial Study, The Initial Study for the El Segundo South Campus Specific Plan Project, dated October 2012, identified the following environmental effects as not potentially significant. Accordingly, the City Council finds that the Initial Study, the FEIR, and the record of proceedings for the Project do not identify or contain substantial evidence identifying significant environmental effects of the Project with respect to the areas listed below. Aesthetics (Scenic Vistas and Scenic Resources within a State Scenic Highway). 2. Agriculture and Forest Resources. 3. Biological Resources. 4. Cultural Resources (Historical Resources). 5. Geology and Soils (Rupture of a Known Earthquake Fault; Landslide Potential; and Soils Incapable of Adequately Supporting the use of Septic Tanks or Alternative Wastewater Systems). 6. Hazards and Hazardous Materials (Safety Hazard from a Private Airstrip, and Exposure of People or Structures to Wildland Fires). 91 7. Hydrology and Water Quality (Place Housing or Structures Within a 100 - Year Flood Hazard; Expose People or Structures to a Significant Risk Involving Flooding; and Inundation By Seiche, Tsunami, or Mudflow). 8. Land Use and Planning (Physically Divide an Established Community, and Conflict With a Habitat Conservation Plan or Natural Community Conservation Plan). 9. Mineral Resources. 10. Noise (Excessive Noise Levels in the Vicinity of a Private Airstrip). 11. Population and Housing (Displace Substantial Numbers of People or Existing Housing). B. Impacts Identified as Less Than Significant in the Initial Study. The Initial Study identified the following environmental effects as less than significant. Accordingly, the City Council finds that the Initial Study, the FEIR, and the record of proceedings for the El Segundo South Campus Specific Plan Project do not identify or contain substantial evidence identifying significant environmental effects of the Project with respect to the areas listed below. 1. Aesthetics (Visual Character /Quality; Light and Glare) 2. Air Quality (Odors). 3. Cultural Resources (Archaeological and Paleontological Resources; and Disturbance of Human Remains). 4. Hazards and Hazardous Materials (Safety Hazard from an Airport Land Use Plan, or Within Two Miles of a Public or Public Use Airport). 5. Noise (Excessive Noise Levels for a Project Located Within an Airport Land Use Plan, or Within Two Miles of a Public or Public Use Airport). 6. Public Services (Other Public Facilities- Library). 7. Recreation (Increase Use of Existing Parks or Other Recreational Facilities). 8. Transportation/Traffic (Change in Air Traffic Patterns). Mandatory Findings of Significance (Degrade Quality of the Environment; Substantially Reduce Habitat of A fish or Wildlife Species). C. Impacts Identified as Potentially Significant in the Initial Study, But Which Did Not Exceed Si nificance Thresholds in the DEIR. The following environmental effects were identified as Potentially Significant in the Initial Study. The City Council finds that the FEIR and the record of proceedings in this matter do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to the areas listed below: KA 'A Geology and Soils a) Facts /Effects (1) Erosion. The Project could result in substantial soil erosion or the loss of topsoil. However, with mandatory compliance with erosion protection measures under the National Pollutant Discharge Elimination System (NPDES) General Construction Permit, and El Segundo Municipal Code (ESMC) Chapter 5 -4, impacts would be less than significant. (2) Cumulative Impacts. The proposed Project, combined with other related cumulative projects, could expose people or structures to potential substantial adverse effects involving geology and soils. However, compliance with the CBC and ESMC, and the Geology and Soils Report's recommendations would ensure that Project implementation would result in less than significant impacts involving strong seismic ground shaking, seismically- induced soil /ground settlement and lurching, and corrosive soils. Therefore, the Project's incremental effects involving geology and soils are not cumulatively considerable. Moreover, the geotechnical and soil characteristics of each cumulative project site would be evaluated on a project -by- project basis, and appropriate mitigation measures would be required, as necessary to reduce potential impacts to a less than significant level. Further, all development would be required to comply with the CBC, the ESMC, and the recommendations of the site - specific geotechnical and soils investigations, if required. b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to erosion. Greenhouse Gas Emissions a) Facts /Effects (1) Compliance with Applicable Plan/Policy/Regulation. Development of the proposed Project would generate greenhouse gas emissions from both mobile and operational sources. However, the Project would not conflict with any applicable plan, policy, or regulation of an agency adopted for the purpose of reducing the emissions of greenhouse gases. Therefore, impacts would be less than significant with regard to consistency with an applicable greenhouse gas plan, policy, or regulation. 3 93 b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to consistency with an applicable greenhouse gas plan, policy or regulation. 2. Hazards and Hazardous Materials a) Facts /Effects (1) Emissions Near School Facilities. The Project could result in hazardous emissions or the handling of hazardous or acutely hazardous materials, substances, or wastes within one - quarter mile of two existing schools due to proposed light industrial and commercial uses onsite. However, buffers in the form of roadways and intervening structures would separate the proposed light industrial and commercial uses from the existing schools. Further, compliance with measures established by Federal, State, and local regulatory agencies is considered adequate to offset the negative effects related to the use, handling, and /or storage of hazardous materials associated with future development onsite. A less than significant impact would occur in this regard following compliance with applicable Federal, State, and local regulations. (2) Hazardous Materials Sites. The Project site is listed in the GeoTracker database [maintained by the State Water Resources Control Board (SWRCB)] pursuant to Government Code § 65962.5. The Project site is reported as a leaking underground storage tank (LUST) cleanup site. However, the case status is reported to be case closed as of July 22, 1996. Due to the closed status of this regulatory property, it is not anticipated that an environmental condition exists at the Project site as a result of this former LUST. Therefore, impacts to this issue are considered less than significant for the proposed Project. (3) Cumulative Impacts. As concluded in the FEIR, the Project's potential impacts through accident conditions involving the release of hazardous materials would be reduced to less than significant levels, with implementation of the recommended mitigation and compliance with applicable regulatory requirements. Therefore, the Project's incremental effects involving historical oil /gas production and agriculture activities, existing hazardous materials facilities, LBPs and ACMs in structures, USTs, contaminated groundwater, and pipelines are not cumulatively considerable. 4 ., Cumulative projects involve existing industrial sites and uses (i.e., NRG Power Plant, Aerospace Corporation, Aviation Station, Chevron, Boeing Expansion Project, and LAX SPAS projects). Site disturbance, demolition /renovation, and /or construction associated with cumulative projects could require the offsite transport and disposal of hazardous substances, in the event they are encountered at the respective sites. As discussed above, the Project could similarly require the offsite transport and disposal of hazardous substances. Therefore, the Project's potential incremental effects involving the transport of hazardous materials during construction are cumulatively considerable. However, handling, transport, and disposal of these materials are regulated by the DTSC, CalEPA, CalOSHA, HCA, and El Segundo Fire Department. The construction contractor, on a project -by- project basis, would be subject to the requirements of the DTSC governing removal actions. DTSC regulations require specific hazardous materials handling methods, truck haul routes, and schedules to minimize potential exposure during hazardous materials removal actions. To reduce the likelihood and severity of accidents during transit, compliance with all applicable Federal and State laws related to the transportation of hazardous materials would be required. Therefore, the combined cumulative impacts due to transportation of hazardous materials associated with the Project's incremental effects and those of the cumulative projects would be less than significant. The potential exists for hazardous materials to be accidentally released during Project operations. However, the future onsite uses would be subject to compliance with strict EPA, DTSC, and ESFD standards, which would reduce the Project's potential impacts involving the accidental release of hazardous materials to less than significant. Therefore, the Project's incremental effects involving accidental release of hazardous materials are not cumulatively considerable. Further, cumulative projects storing hazardous materials would similarly be subject to compliance with the established regulatory framework. Cumulative impacts would be less than significant in this regard. b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to hazardous emissions near school facilities, hazardous materials sites, and cumulative hazards /hazardous materials impacts. 3. Hydrology and Water Quality a) Facts /Effects 5 95 (1) Short Term (Construction) Impacts to Water Quality. During construction of each of the Project, the soil surface would be subject to erosion and the downstream watershed could be subject to temporary sedimentation and discharges of various pollutants. However, mandatory compliance with the NPDES General Construction Permit, and ESMC Chapter 5 -4 would apply. Impacts would be less than significant for the proposed Project in this regard. (2) Groundwater. The Project would not interfere with groundwater recharge, since it is not located within a groundwater recharge area. Additionally, the Project site's average percent imperviousness is expected to decrease from 79.5 percent to 70.0 percent with Project implementation. Therefore, the Project would not reduce the ability of surface waters to be absorbed or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table. Impacts would be less than significant in this regard. (3) Cumulative Impacts. Project development would result in increased potential for short- and long -term operational water quality impacts in the area. Therefore, the Project's incremental effects to water quality are cumulatively considerable. However, the Project and cumulative development must adhere to NPDES requirements and implement a SWPPP with specific BMPs during construction activities. Additionally, the Project and cumulative development must adhere to NPDES requirements and implement a SUSMP with specific BMPs for post- construction conditions. Each project would also be required to comply with existing water quality standards at the time of development review and include BMPs, as necessary. Therefore, the combined cumulative short- and long -term impacts on surface water quality associated with the Project's incremental effects and those of the cumulative projects would be less than significant with adherence to NPDES and ESMC requirements. Implementation of the cumulative projects would result in changes to drainage patterns and amounts of impervious surfaces on each respective development site. Higher flows resulting from cumulative development would contribute storm water flows to the local and regional drainage facilities, which would result in drainage and runoff impacts. Additionally, runoff from some of the cumulative projects could drain into the conveyance systems used by the Project. Since Project implementation would result in changes to drainage patterns and amounts of impervious surfaces, the Project's incremental effects to drainage are cumulatively considerable. However, future development would be required to account for higher flows within the drainage area on a project -by- project basis. Each cumulative project would be required to submit individual analyses to the City for review and approval prior to issuance of grading or building permits. Each analysis must indicate how peak flows generated from each related project would be accommodated by the existing and /or proposed storm drainage facilities. Therefore, the combined cumulative drainage and runoff impacts associated with the Project's incremental effects and those of the cumulative projects would be less than significant. C As concluded above, the Project would not deplete groundwater supplies, since the City does not use groundwater as a potable water source. Additionally, the Project would not substantially interfere with groundwater recharge, as the average percent imperviousness of the Project site would be reduced when compared to existing conditions. Therefore, the Project's incremental effects to groundwater supplies and recharge are not cumulatively considerable. Moreover, cumulative projects would not interfere with groundwater recharge, since they are not located within a groundwater recharge area. Although development of the cumulative projects could result in an overall increase in impervious surfaces, most of the sites involve redevelopment and not new development on vacant lands. Cumulative projects would not deplete groundwater supplies, as the City does not use groundwater as a potable water source. Therefore, cumulative impacts to groundwater supplies would be less than significant. b) Mitigation No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to short -term (construction) water quality, groundwater, and cumulative hydrology and water quality impacts. 4. Land Use and Planning a) Facts /Effects (1) SCAG Policies and Municipal Code Standards, The Project would be consistent with the Southern California Association of Government's (SCAG's) 2012 Regional Transportation Plan/ Sustainable Communities Strategy (RTP /SCS) goals and growth forecasts, as well as the El Segundo Municipal Code. Therefore, impacts related to SCAG Policies and ESMC standards would be less than significant. Cumulative Impacts. Related projects and other possible development would occur in the cities of El Segundo, Hawthorne, Los Angeles, and Manhattan Beach, as well as unincorporated Los Angeles County. However, cumulative projects would be evaluated on a project -by- project basis, as they are implemented within the City of El Segundo and the other cities /communities. Each cumulative project would undergo a similar plan review process as the proposed Project, to determine potential land use planning policy and regulation conflicts. Moreover, the Project is consistent with the 2012 RTP /SCS Goals and growth forecasts, the El Segundo General Plan and ESMC. Therefore, the combined cumulative land use /planning impacts associated with the Project's incremental effects and those of the cumulative projects would be less than significant. 7 97 b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to land use and planning, and cumulative land use and planning impacts. 5. Noise a) FactslEffects (1) Vibration. The nearest structures (commercial /light industrial and institutional uses) to a proposed construction activity area on the Project site are located approximately 50 feet to the east. Ground - borne vibration would be generated primarily during site clearing and grading activities on -site and by off -site haul -truck travel. At 50 feet from the activity source, vibration velocities at offsite uses would be below Federal Transit Administration (FTA) standards. Therefore, impacts related to vibration would be less than significant. (2) LmETTerm Operational (Mobile and Stationary) Noise. The Project would not significantly contribute to existing traffic noise in the area or exceed the City's established standards during operations. Therefore, impacts related to long -term mobile and stationary noise would be less than significant. (3) Long-Term Cumulative Noise. Although related cumulative projects are identified within the study area, the noise generated by stationary equipment on -site cannot be quantified given the conceptual nature of each development and since speculation would be involved. Each cumulative project would require separate discretionary approval and CEQA assessment, which would address potential noise impacts and identify necessary attenuation measures, where appropriate. Long -term cumulative mobile noise would be within the City's Noise Standards for the land uses along surrounding roadway segments. As such, the proposed Project would not result in long -term stationary or mobile noise impacts. A less than significant impact would occur in this regard. b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding: Wz The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to vibration, long -term operational noise, and cumulative long -term noise impacts. 6. Population and Housing a) Facts /Effects (1) Population Growth. The Project does not propose new residential land uses, and thus, would not induce population growth directly through housing. Additionally, although the Project proposes improvements /modifications to existing roads and infrastructure, it does not involve the extension of roads or other infrastructure into undeveloped areas. The Project does, however, propose new employment - generating land uses, which could induce direct population growth in the area. However, there are numerous alternative housing opportunities in surrounding cities, the Project would employ thousands of unemployed persons who already reside locally, and the forecast population growth would occur over an approximately 11 -year period, allowing for development of necessary services and infrastructure commensurate with the anticipated growth. Therefore, impacts related to population growth would be less than significant. (2) Cumulative Imoacts. The Project would not induce population growth directly through housing, since no residential development is proposed. Therefore, the Project's incremental effects involving population growth in the area through residential development are not cumulatively considerable. Surrounding cumulative projects involve non - residential land uses, which would generate additional employment in El Segundo, Los Angeles, Hawthorne, Manhattan Beach, and unincorporated Los Angeles County. This cumulative employment growth could result in population growth in the area, as the potential exists that future cumulative project employees (and their families) would choose to relocate to the area. The Project would generate approximately 4,598 new jobs, which could also result in population growth in the area. However, the population growth attributed to the Project and cumulative development is considered unlikely. Given that there are approximately 20,200 unemployed persons in El Segundo and surrounding cities, and an additional 188,100 unemployed persons in the City of Los Angeles. It is anticipated that the new positions created by the Project and cumulative development would be filled by persons who already reside in the area. Estimating the number of future employees who would choose to relocate to the region would be highly speculative. Additionally, the Project would not cause SCAG's 2022 employment forecasts for the City to be exceeded. Therefore, the combined cumulative impacts to employment - related population growth from the Project's incremental effects and those of the cumulative projects would be less than significant. E WE b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Fin_ ding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to population growth, and cumulative population and housing impacts. 7. Public Services and Recreation a) Facts /Effects (1) Fire Police, and Parks /Recreation. The Project would create an increase in demand for fire and police protection services, as well as for schools and parks. Payment of the mitigation fees set forth in El Segundo Municipal Code (ESMC) Chapter 15 -57A would result in less than significant impacts related to fire and police protection services. Project implementation would generate student population growth in the WSD and CVUHSD. However, the Project does not propose and would not warrant construction of new or physically altered school facilities. Therefore, the Project would not result in substantial environmental impacts in this regard. Developer impact fees would be imposed on future applicants for development within the El Segundo South Campus Specific Plan area. Thus, compliance with the established regulatory framework, which requires payment of developer impact fees, would offset the cost of providing service for any additional students generated by the Project. The impacts on school services would be fully mitigated and less than significant. The Project proposes to remove existing onsite private outdoor recreational uses and in their place, provide approximately 7.5 acres of new recreational facilities at the southeast corner of the Project site. Moreover, in compliance with ESMC Chapter 15 -27A, mitigation fees would be imposed on future applicants for development within the Specific Plan area, which would minimize, to the greatest extent practicable, the new development's impact on the City's existing parks and recreational facilities. Thus, a less than significant impact would occur in this regard. (2) !Cumulative Impacts. The Project would result in increased demands on the City's fire and police protection services, and parks /recreational services and facilities. However, the Project is subject to compliance with ESMC Chapter 15 -27A through which the City imposes development impact fees to finance public facilities attributable to new development, including fire suppression and law enforcement facilities, vehicles, and equipment, and parks /open space 10 We and recreation facilities and public use (community centers) facilities. Therefore, because the Project is required to pay ESMC Chapter 15- 27A mitigation fees, which are designed to alleviate cumulative impacts to the City, the Project's incremental effects to fire and police protection services, and parks /recreational services and facilities are not cumulatively considerable. Further, although cumulative development would similarly result in increased demands on existing fire and police protection services, and parks /recreational services and facilities, each cumulative project would be reviewed on a case -by -case basis by various City departments for compliance with minimum standards. Additionally, each cumulative Project must comply with ESMC Chapter 15 -27A and payment of development impact fees to finance public facilities attributable to the new development, including fire suppression and law enforcement facilities, vehicles, and equipment, and parks /open space and recreation facilities and public use (community centers) facilities. Such fees would minimize, to the greatest extent practicable, the cumulative development's impact on the El Segundo's public services and public facilities. Thus, cumulative development projects would pay their fair share of the costs of providing such public services and public facilities. Therefore, the combined cumulative impacts to fire and police protection services, and parks /recreational services and facilities associated with the Project's incremental effects and those of the cumulative projects would be less than significant. The Project would generate student population growth in the WSD and CVUHSD. However, the Project is subject to compliance with Education Code §§ 17620, et seq., which allows school districts to collect impact fees from developers of new commercial /industrial building space. Because the Project is required to pay developer impacts fees, which are deemed to be full mitigation, the Project's incremental effects to school facilities are not cumulatively considerable. Further, although cumulative development would similarly generate student population growth in the WSD and CVUHSD, each cumulative Project would be subject to compliance with Education Code § 17620 and payment of development impact fees to school districts. Therefore, the combined cumulative impacts to school districts associated with the Project's incremental effects and those of the cumulative projects would be less than significant. b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding •nding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the Ei Segundo South Campus Specific Plan Project with respect to public services and recreation, and cumulative impacts to public services and parks /recreation. 8. Trans ortation and Traffic 11 101 a) Facts /Effects (1) Congestion Management Program CMP Transit Impacts. Project implementation would increase the demand for public transit use in the Project vicinity. Based on the CMP guidelines, and the proximity of the various project land uses in relation to available transit in the Project vicinity, the Project is forecast to generate approximately 149 a.m. peak hour transit trips, approximately 153 p.m. peak hour transit trips, and approximately 1,303 daily transit trips. Since the Project transit trips can be accommodated by existing transit service in the Project vicinity, no significant CMP transit impacts are forecast to occur. (2) Intersection Level of Service (including Cumulative impacts). Project impacts involving the following intersections would be less than significant: Forecast Near -Term With Phase I Project_ Conditions Study Intersections • Intersection 1 (Pershing Drive /Imperial Highway); • Intersection 2 (Vista del Mar /Grand Avenue); • Intersection 3 (Highland Avenue /Rosecrans Avenue); • Intersection 4 (Main Street/Grand Avenue); • Intersection 5 (Lomita Street/Grand Avenue); • Intersection 6 (Kansas Street/Grand Avenue); • Intersection 23 (Hughes Way /Imperial Highway); • Intersection 24 (Continental Boulevard /Mariposa Boulevard); • Intersection 25 (Continental Boulevard /Grand Avenue); • Intersection 26 (Continental Boulevard/El Segundo Boulevard • Intersection 28 (Nash Street/Atwood Way); • Intersection 29 (Nash Street/Maple Avenue); • Intersection 30 (Nash Street/Mariposa Avenue); • Intersection 31 (Nash Street /Grand Avenue); • Intersection 32 (Nash Street/El Segundo Boulevard); • Intersection 33 (1 -105 EB On- Ramp /Atwood Way); • Intersection 34 (Douglas Street/imperial Highway); • Intersection 35 (Douglas Street/Atwood Way); • Intersection 36 (Douglas Street/Maple Avenue); • Intersection 37 (Douglas Street/Mariposa Avenue); • Intersection 38 (Douglas Street/El Segundo Boulevard); • Intersection 39 (Douglas Street/Transit Center); • Intersection 40 (Douglas Street/Rosecrans Avenue); • Intersection 41 (Aviation Boulevard /Century Boulevard); • Intersection 42 (Aviation Boulevard /104th Street); + Intersection 43 (Aviation Boulevard /111th Street); • Intersection 44 (Aviation Boulevard /Imperial Highway); • Intersection 45 (Aviation Boulevard /116th Street); • Intersection 46 (Aviation Boulevard /120th Street); • Intersection 47 (Aviation Boulevard /124th Street); • Intersection 49 (Aviation Boulevard /Utah Avenue); • Intersection 50 (Aviation Boulevard /Alaska Avenue); • Intersection 51 (Aviation Boulevard /Rosecrans Avenue); 12 102 • Intersection 52 (Aviation Boulevard /33rd Street); • Intersection 53 (Aviation Boulevard /Marine Avenue); • Intersection 54 (Aviation Boulevard /Space Park Drive); • Intersection 55 (Aviation Blvd. /Manhattan Beach Blvd.); • Intersection 56 (Isis Avenue /Rosecrans Avenue); • Intersection 58 (Hindry Avenue /Rosecrans Avenue); • Intersection 60 (La Cienega Boulevard /Imperial Highway); • Intersection 62 (La Cienega Blvd. /El Segundo Blvd.); • Intersection 69 (Sepulveda Boulevard /Manchester Avenue); • Intersection 66 (Douglas Street/Coral Circle North); and • Intersection 67 (Douglas Street/Coral Circle South). Forecast Near -Term With Phase I Project Conditions State HighwaV Stud Intersections • Intersection 7 (Sepulveda Blvd. (SR -1) /Lincoln Boulevard); • Intersection 8 (Sepulveda Boulevard (SR -1) /Century Boulevard); • Intersection 9 (Sepulveda Blvd. (SR -1)/1 -105 WB Off - Ramp); • Intersection 10 (Sepulveda Boulevard (SR -1) /Imperial Highway); • Intersection 11 (Sepulveda Boulevard (SR- 1)NValnut Avenue); • Intersection 12 (Sepulveda Boulevard (SR -1) /Maple Avenue); • Intersection 13 (Sepulveda Boulevard (SR -1) /Mariposa Avenue); • Intersection 14 (Sepulveda Boulevard (SR -1) /Grand Avenue); • Intersection 15 (Sepulveda Blvd. (SR -1) /EI Segundo Blvd.); • Intersection 16 (Sepulveda Boulevard (SR -1) /Hughes Way); • Intersection 17 (Sepulveda Boulevard (SR -1) /Park Place); • Intersection 18 (Sepulveda Blvd. (SR -1) /Rosecrans Avenue); • Intersection 19 (Sepulveda Boulevard (SR- 1)/33rd Street); • Intersection 20 (Sepulveda Boulevard (SR -1) /Marine Avenue); • Intersection 21 (Sepulveda Boulevard (SR- 1)/18th Street); • Intersection 22 (Sepulveda Blvd. (SR -1) /Manhattan Beach Blvd.); • Intersection 27 (Nash St. —1 -105 WB Off- Ramp /Imperial Hwy.) • Intersection 33 (1 -105 EB3 On- Ramp /Atwood Way); • Intersection 57 (1 -405 SB Ramps/El Segundo Boulevard); • Intersection 59 (Hindry Avenue /1 -405 SB Ramps); • Intersection 61 (La Cienega Boulevard /1 -405 SB Ramps); • Intersection 63 (1 -405 SB Off- Ramp /Rosecrans Avenue); • Intersection 64 (1 -405 NB Ramps/El Segundo Boulevard); • Intersection 65 (1 -405 NB Ramps /Rosecrans Avenue); • Intersection 68 (Lincoln Boulevard (SR -1) /Manchester Avenue); • Intersection 70 (Pacific Coast Hwy. (SR -1) /Artesia Blvd.); and • Intersection 71 (Pacific Coast Hwy. (SR- 1)/Torrance Blvd. Forecast Near -Term With Phase I Project Conditions CMP Stud Intersections • Intersection 7 (Sepulveda Blvd. (SR -1) /Lincoln Boulevard); • Intersection 15 (Sepulveda Blvd. (SR -1) /EI Segundo Blvd.); • Intersection 18 (Sepulveda Blvd. (SR -1) /Rosecrans Avenue); • Intersection 68 (Lincoln Boulevard (SR -1) /Manchester Avenue); • Intersection 69 (Sepulveda Boulevard /Manchester Avenue; • Intersection 70 (Pacific Coast Hwy. (SR -1) /Artesia Blvd.); and • Intersection 71 (Pacific Coast Hwy. (SR- 1)/Torrance Blvd. 13 103 Forecast Long-Range, With Project Buildout Cumulative Conditions Study Intersections • Intersection 1 (Pershing Drive /Imperial Highway); • Intersection 2 (Vista del Mar /Grand Avenue); • Intersection 3 (Highland Avenue /Rosecrans Avenue); • Intersection 4 (Main Street/Grand Avenue); • Intersection 5 (Lomita Street/Grand Avenue); • Intersection 6 (Kansas Street/Grand Avenue); • Intersection 23 (Hughes Way /Imperial Highway); • Intersection 24 (Continental Boulevard /Mariposa Boulevard); • Intersection 25 (Continental Boulevard /Grand Avenue); • Intersection 26 (Continental Boulevard/El Segundo Boulevard • Intersection 28 (Nash Street/Atwood Way); • Intersection 30 (Nash Street/Mariposa Avenue); • Intersection 31 (Nash Street/Grand Avenue); • Intersection 33 (1 -105 EB On- Ramp /Atwood Way); • Intersection 34 (Douglas Street/Imperial Highway); • Intersection 35 (Douglas Street/Atwood Way); • Intersection 36 (Douglas Street/Maple Avenue); • Intersection 37 (Douglas Street/Mariposa Avenue); • Intersection 39 (Douglas Street/Transit Center); • Intersection 40 (Douglas Street/Rosecrans Avenue); • Intersection 41 (Aviation Boulevard /Century Boulevard); • Intersection 42 (Aviation Boulevard /104th Street); • Intersection 43 (Aviation Boulevard /111th Street); • Intersection 44 (Aviation Boulevard /Imperial Highway); • Intersection 45 (Aviation Boulevard /116th Street); • Intersection 46 (Aviation Boulevard /120th Street); • Intersection 47 (Aviation Boulevard /124th Street); • Intersection 52 (Aviation Boulevard /33rd Street); • Intersection 54 (Aviation Boulevard /Space Park Drive); • Intersection 56 (Isis Avenue /Rosecrans Avenue); • Intersection 58 (Hindry Avenue /Rosecrans Avenue); • Intersection 60 (La Cienega Boulevard /Imperial Highway); • Intersection 66 (Douglas Street/Coral Circle North); and • Intersection 67 (Douglas Street/Coral Circle South). Forecast Lon -Ran e With Project Buildout Cumulative Conditions State Highway Study Intersections • Intersection 8 (Sepulveda Boulevard (SR -1) /Century Boulevard); • Intersection 9 (Sepulveda Blvd. (SR -1)/1 -105 WB Off - Ramp); • Intersection 10 (Sepulveda Boulevard (SR -1) 1Imperial Highway); • Intersection 11 (Sepulveda Boulevard (SR- 1)/Walnut Avenue); • Intersection 12 (Sepulveda Boulevard (SR -1) /Maple Avenue); • Intersection 14 (Sepulveda Boulevard (SR -1) /Grand Avenue); • Intersection 15 (Sepulveda Blvd. (SR -1) /EI Segundo Blvd.) • Intersection 16 (Sepulveda Boulevard (SR -1) /Hughes Way); • Intersection 17 (Sepulveda Boulevard (SR -1) /Park Place); • Intersection 18 (Sepulveda Blvd. (SR -1) /Rosecrans Avenue); • Intersection 19 (Sepulveda Boulevard (SR -I) /33rd Street); • Intersection 20 (Sepulveda Boulevard (SR -1) /Marine Avenue); 14 104 Utilities and Service Systems • Intersection 21 (Sepulveda Boulevard (SR- 1)/18th Street); • Intersection 22 (Sepulveda Blvd. (SR -1) /Manhattan Beach Blvd.); • Intersection 27 (Nash St. —1 -105 WB Off- Ramp /Imperial Hwy.) • Intersection 33 (1 -105 EB3 On- Ramp /Atwood Way); • Intersection 59 (Hindry Avenue /1 -405 SB Ramps); • Intersection 61 (La Cienega Boulevard /1 -405 SB Ramps); • Intersection 63 (1 -405 SB Off - Ramp /Rosecrans Avenue); • Intersection 64 (1 -405 NB Ramps/El Segundo Boulevard); • Intersection 65 (1 -405 NB Ramps /Rosecrans Avenue); • Intersection 68 (Lincoln Boulevard (SR -1) /Manchester Avenue); • Intersection 70 (Pacific Coast Hwy. (SR -1) /Artesia Blvd.); and • Intersection 71 (Pacific Coast Hwy. (SR- 1)/Torrance Blvd. Forecast Long-Range With Project Buildout Cumulative Conditions CMP Study Intersection • Intersection 68 (Lincoln Boulevard (SR -1) /Manchester Avenue); b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts to below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to traffic and CMP transit. a) Facts /Effects (1) Wastewater Treatment. Project implementation would increase the demand for wastewater treatment. However, the Project would not alter the Joint Water Pollution Control Plant's (JWPCP's) design capacities, or cause the plant (i.e., discharger) to violate the effluent limitations, receiving water limitations, or standard provisions. Moreover, all future development within the El Segundo South Campus Specific Plan area must comply with NPDES requirements for any commercial and light industrial uses that plan to discharge wastewater to the City's sewage system, which ultimately flows to the JWPCP. Therefore, Project implementation would not cause the Los Angeles Regional Water Quality Control Board (LARWQCB) wastewater treatment requirements to be exceeded and a less than significant impact would occur in this regard. (2) Water Supplies. The Project is estimated to result in a net increase in potable water demand. However, the El Segundo Urban Water Management Plan (UWMP) demonstrated that the water supply capacity needed for the Project was accounted for in the UWMPs of the City and West Basin, its wholesale water agency. Therefore, there 15 105 would be sufficient water supplies available to serve the Project from existing entitlement and resources, and no new or expanded entitlement would be needed. A less than significant impact would occur in this regard. (3) Solid Waste. The Project would be served by a landfill with sufficient permitted capacity to accommodate the Project's solid waste disposal needs. Further, the Project would be required to comply with the City's SRRE for diverting solid waste. Compliance with the SRRE would reduce the volume of solid waste ultimately disposed of at a landfill. Additionally, compliance with the SRRE would be in furtherance of meeting the City's disposal rate targets and exceeding AB 939's 50 percent diversion requirement. Continued compliance with the SRRE would ensure that the Project would comply with the statutes and regulations related to solid waste. Therefore, the Project would not conflict with federal, state, or local statutes and regulations related to solid waste, and a less than significant impact would occur in this regard. (4) Cumulative Impacts. The Project would similarly place greater demands on the system. Therefore, the Project's incremental effects to the water system are cumulatively considerable. The Water System Study analyzed the Project's impacts upon capacity, pressures, and fire flows in the water system serving the site and surrounding area. The analysis concluded water facility improvements were necessary to ensure that the Project combined with cumulative development would be adequately served. The Project would have a less than significant impact to water facilities with mitigation incorporated. Additionally, each cumulative project would be required to submit individual analysis of their potential impacts upon the water system and demonstrate how the project satisfies minimum standards. Therefore, the combined cumulative impacts to the water system associated with the Project's incremental effects and those of the cumulative projects would be less than significant. The Project would have a less than significant impact to sewer facilities with mitigation incorporated. Additionally, each cumulative project would be required to submit individual analysis of their potential impacts upon the sewer system and demonstrate how the project satisfies minimum standards. Therefore, the combined cumulative impacts to the sewer system associated with the Project's incremental effects and those of the cumulative projects would be less than significant. The WSA concluded sufficient water supply is available to the water provider during normal, single dry, and multiple dry years within a 20- year projection that would meet the Project's demands, in addition to existing and planned future uses. The Project would have a less than significant impact to water supplies. Therefore, the combined cumulative impacts to water supplies associated with the Project's incremental effects and those of the cumulative projects would be less than significant. Cumulative wastewater treatment facility impacts from the Project were determined to be less than significant, as the population growth IN 106 attributed to the Project and cumulative development is considered unlikely. Given the unemployment that exists in El Segundo and surrounding areas, it is anticipated that the new positions created by the Project and cumulative development would be filled by persons who already reside in the area and generate a demand for wastewater treatment. Therefore, the combined cumulative impacts to the JWPCP capacity associated with the Project's incremental effects and those of the cumulative projects would be less than significant. The Project would increase solid waste generation and impact capacities at landfills. However, compliance with the El Segundo and respective cities SRREs would reduce the volume of solid waste ultimately disposed of at a landfill. Additionally, compliance with the SRRE would be in furtherance of meeting each jurisdiction's disposal rate targets and exceeding AB 939's 50 percent diversion requirement. Therefore, the combined cumulative impacts to landfill capacities associated with the Project's incremental effects and those of the cumulative projects would be less than significant. For purposes of dry utilities analyses, cumulative impacts are considered for cumulative projects, which are located in the SCE, SCG, and the AT &T /Sprint/Time Warner Cable telecommunication service areas. Dry utilities would not provide service to the Project (or any new development), if there were not adequate supplies and infrastructure to maintain existing service levels and meet the anticipated demands of the specific development requesting service. The Project would be subject to compliance with Code of California Regulations Title 24 energy conservation standards. Additionally, the Project proposes a new onsite substation to meet Project demands. Therefore, the Project's incremental effects to dry utilities are not cumulatively considerable. b) Mitigation: No mitigation measures are required to reduce the aforementioned impacts below a level of significance for the El Segundo South Campus Specific Plan Project FEIR. c) Finding: The City Council finds that the FEIR and the record of proceedings do not identify or contain substantial evidence identifying significant environmental effects of the El Segundo South Campus Specific Plan Project with respect to wastewater treatment, water supplies, solid waste, and cumulative impacts to public utilities and service systems. D. Impacts Identified as Potentially Significant in the Initial Study But Which Can Be Reduced to Less -Than- Significant Levels with Mitigation Measures. The City Council finds that the following environmental effects were identified as Less Than Significant with Mitigation Incorporated in the FEIR, and implementation of the identified mitigation measures would avoid or lessen the potential environmental effects listed below to a level of significance. 17 107 1. Air Quality a) Facts /Effects; (1) Short-Term Air Quality Standards. The Project could violate an air quality standard or contribute substantially to an existing or projected air quality violation. Temporary impacts would result from Project construction activities. Short-term air emissions would result from particulate (fugitive dust) emissions from grading and building construction and exhaust emissions from the construction equipment and the motor vehicles of the construction crew. Implementation of Mitigation Measures AQ -1 through AQ -4 would lessen construction - related impacts by requiring measures to reduce air pollutant emissions from construction activities and reduce the impact of this environmental effect to a less than significant level. (2) Localized Emissions. Development associated with the Project could result in localized emissions impacts or expose sensitive receptors to substantial pollutant concentrations. The Wilshire Boulevard/Veteran Avenue intersection in Los Angeles experienced the highest CO concentration (4.6 parts per million [ppm]), which is well below the 35 -ppm 1 -hr CO Federal standard. The Wilshire Boulevard/Veteran Avenue intersection is one of the most congested intersections in Southern California with an average daily traffic (ADT) volume of approximately 100,000 vehicles per day. Based on the Project Traffic Impact Analysis, none of the study intersections would have an average daily traffic volume greater than 100,000 vehicles per day. As a CO hotspot would not be experienced at the Wilshire BoulevardNeteran Avenue intersection, it can be reasonably inferred that CO hotspots would not be experienced at any study intersection. Implementation of Mitigation Measures AQ -1 through AQ -4 would lessen localized emissions impacts by requiring measures to reduce air pollutant emissions from construction activities and reduce the impact of this environmental effect to a less than significant level. (3) Cumulative Short-Term Construction Air Emissions. Short -term construction activities associated with implementation of the Proposed Project and other related cumulative projects would result in air pollutant emission impacts or expose sensitive receptors to substantial pollutant concentrations. Compliance with SCAQMD rules and regulations and Mitigation Measures AQ -1 through AQ -4 would reduce construction - related impacts to a less than significant level during construction. Thus, it can be reasonably inferred that the Project - related construction activities, in combination with those from other projects in the area, would not significantly deteriorate the local air quality. Cumulative construction - related impacts would be less than significant. 18 M: b) Mitigation: Mitigation Measures AQ -1 to AQ -4, asset forth in the EIR and MMRP. c) Finding: The City Council finds that the Project is conditioned to avoid or substantially lessen the potential air quality environmental effects as identified in the FEIR. 2. Geology and Soils. a) Facts /Effects: (1) Strong Seismic Ground Shaking. The Project could expose people or structures to potential substantial adverse effects involving strong seismic ground shaking. All structures associated with the proposed development must be designed to withstand this recommended "design - level" earthquake, as set forth in the latest edition of the CBC. The Report further recommends an in -depth seismic design analysis for structures over two stories. The potential adverse impacts to new structures due to strong, seismically - induced, vibratory ground motion would be sufficiently mitigated through proper seismic design. No significant geotechnical- related constraints that would preclude designing adequate foundations and structural elements for the taller structures are anticipated. Therefore, compliance with the CBC and SSMC, and the Geology and Soils Report's recommendations, which include the use of more stringent earthquake ground motions and in -depth seismic design analyses, would ensure that Project implementation and Mitigation Measure GEO -1 would result in a less than significant impact regarding the exposure of people or structures to potential substantial adverse effects involving strong seismic ground shaking. (2) Seismically- Induced Soil /Ground Settlement and turchinq. The Project could expose people or structures to potential substantial adverse effects involving strong seismic ground shaking. The geologic materials that underlie the Project site include a late Pleistocene age dune sand and undocumented artificial fill soils. From a geotechnical perspective, the older dune sands have sufficient soil engineering strengths to provide foundation support for the proposed structures. Additionally, ground lurching may occur on the Project site where deposits of loose dune sand and/or undocumented fill soils exist. Therefore, in compliance with ESMC § 14 -1 -9, a soils investigation of each lot in the proposed subdivision would be conducted and the appropriate corrective action recommended. Therefore, compliance with the CBC and ESMC, and the Geology and Soils Report's recommendations, which include removal of the undocumented fill soils and replacement as properly engineered fill, along with Mitigation Measure GEO -1 would ensure that Project implementation would result in a less than significant impact regarding the exposure of people or structures to potential substantial adverse effects involving seismically - induced soil /ground settlement and lurching. 19 WE (3) Unstable Geologic Unit or Soils. The proposed development could be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the Project, exposing people or structures to potential substantial adverse effects. During Project construction, excavations associated with remedial grading /ground stabilization and underground utilities would encounter the poorly unconsolidated /noncohesive artificial fill. If unsupported, these soils would be subject to sloughing and caving, hence creating a short -term hazard to construction workers and equipment. Therefore, compliance with the CBC and ESMC, and the Geology and Soils Report's recommendations, which include removal of the undocumented fill soils and replacement as properly engineered fill, as well as a slope design with a minimum factor of safety of 1.5, along with Mitigation Measure GEO -1, would ensure that Project implementation would result in a less than significant impact regarding the exposure of people or structures to potential substantial adverse effects involving unstable geologic units or soils. (4) Expansive Soils. The proposed development could be located on expansive soil creating substantial risks to life or property. Based on the results of the laboratory test performed by RGI, both native and undocumented clay soils are anticipated to exhibit a high expansion potential. Accordingly, the potential for expansive soils to impact new development is considered high. Therefore, compliance with the CBC and ESMC, and the Geology and Soils Report's recommendations, which include removal of all moderately to highly expansive clay soils and avoidance of clayey soils in compacted fill, along with Mitigation Measure GEO -1, would ensure that Project implementation would result in a less than significant impact regarding the creation of substantial risks to life or property by locating development on expansive soil. (5) Corrosive Soils. The proposed development could be located on corrosive soil creating damage to property. The near surface soils are mildly to moderately corrosive to ferrous metals in contact with these soils. Therefore, compliance with the CBC and ESMC, and the Geology and Soils Report's recommendations, which include conducting an evaluation of the nature and extent of corrosive soils, development of a corrosion mitigation plan, protection of buried metal piping, and Mitigation Measure GEO -1 would ensure that Project implementation would result in a less than significant impact regarding the creation of substantial risks to life or property by locating development on corrosive soil. b) Mitigation: Mitigation Measure GEO -1, as set forth in the EIR and MMRP. c) Finding: 20 110 The City Council finds that the substantially lessen the potential effects as identified in the FEIR. 4. Hazards and Hazardous Materials. a) Facts /Effects: Project is conditioned to avoid or geology and soils environmental (1) Construction - Related Accidental Release of Hazardous Materials. Short -term construction activities could create a significant hazard to the public or environment through accident conditions involving the release of hazardous materials. Site disturbance /demolition activities could expose workers to a variety of potentially hazardous materials. Implementation of Mitigation Measures HAZ -1 through HAZ -5 would reduce potential impacts from site disturbance /demolition activities that would result in accidental conditions at the Project site. If unknown wastes or suspect materials are discovered during construction by the contractor, which he /she believes may involve hazardous wastes /materials, the contractor would be required to comply with Mitigation Measure HAZ -6, which requires the contractors to immediately stop work in the vicinity of the suspected contaminant, removing workers and the public from the area, secure the areas, as directed by the City Engineer and notify the El Segundo Fire Department. With implementation of Mitigation Measures HAZ -1 through HAZ -6 and compliance with applicable Federal, State, and local regulatory requirements, potential impacts through accident conditions involving the release of hazardous materials would be reduced to less than significant levels. (2) Operations. Project operations could create a significant hazard to the public or environment through the handling, storage, and /or use of hazardous materials, as well as accident conditions involving the release of hazardous materials. Based on the moderate potential for contaminated groundwater underlying the Project site, vapor intrusion into proposed structures as a result of these contamination plumes could occur. With implementation of Mitigation Measure HAZ -5, a qualified site characterization specialist would be required to conduct updated site characterization at the Project site before issuance of any Building Permits, in consultation with the ESFD, with regard to onsite contaminated soils and groundwater. Upon completion of site characterization activities, remedial activities, if necessary, would be recommended in consultation with ESFD and /or other applicable agencies. Also, before the City issued any building permit, vapor intrusion investigations would be required to be conducted by a qualified Environmental Professional, in consultation with the ESFD (Mitigation Measure HAZ -7). Should the Environmental Professional determine that proposed buildings could be impacted by vapor intrusion, the Environmental Professional, in consultation with ESFD, would recommend specific design measures to be incorporated into the buildings' design that would reduce these indoor air quality concentrations to below regulatory thresholds, as directed by ESFD. With implementation of Mitigation Measures HAZ -5 and HAZ -7, impacts 21 111 to persons at the Project site as a result of vapor intrusion would be reduced to less than significant. (3) Interference With An Adopted Emergency Response Or Evacuation Plan. Project operations could create a significant hazard to the public or environment through interference with an adopted emergency response or evacuation plan. The General Plan Public Safety Element states that it is the City's goal to periodically review and reevaluate the City's Emergency Operation's Plan, to ensure adequate evacuation routes and street widths, emergency services, equipment, shelters, and all other major needs that could arise in the event of a disaster. Project implementation could affect access along El Segundo Boulevard during construction of the proposed roadway improvements (which could temporarily block emergency access and /or evacuation routes). Any such impacts would be limited to the construction period and would only affect El Segundo Boulevard in the Project vicinity, and as such, would be unlikely to interfere with emergency response vehicles (e.g., fire, police, or ambulance). Also, the Project must adhere to HAZ -8, which requires future development to notify the El Segundo Fire, Police, Public Works and Planning and Building Safety Departments of construction activities that would impede movement (such as road or lane closures) along roadways immediately adjacent to the development area, to allow for uninterrupted emergency access and maintenance of evacuation routes. Given that access would be impeded only temporarily, and since only partial roadway closure would occur, with implementation of recommended Mitigation Measure HAZ -8, the Project would not interfere with an adopted emergency response or evacuation plan. Impacts in this regard would be reduced to less than significant. b) Mitigation: Mitigation Measures HAZ -1 to HAZ -8, as set forth in the EIR and MMRP. c) Finding: The City Council finds that the Project is conditioned to avoid or substantially lessen the potential hazards and hazardous materials environmental effects at the Project site as identified in the FEIR. 5. Hydrology and Water Quality. a) Facts /Effects: (1) Long-Term Operational Impacts. Project implementation could alter existing drainage patterns, result in increased run -off amounts, and degrade water quality. The Project could require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects. The site's drainage patterns upon Project implementation are relatively minor offsite flow from El Segundo Boulevard and the property to the south would continue unobstructed to combine with onsite flows. The 22 112 Project area would continue to drain northwest to southeast. Reconfiguration of site roadways and replacement of existing buildings and surface parking lots with new buildings and parking lots /structures would result in changes to drainage patterns and amounts of impervious surfaces. However, proposed drainage sub - areas would closely match existing sub - areas. Implementation of Mitigation Measures HWQ -1 and HWQ -2 and compliance with NPIDES and ESMC requirements would reduce potential impacts to long -term water quality to less than significant levels. b) Mitigation: Mitigation Measures HWQ -1 to HWQ -2, as set forth in the EIR and MMRP. c) Finding: The City Council finds that the Project is conditioned to avoid or substantially lessen the potential hydrology and water quality environmental effects at the Project site as identified in the FEIR. 6. Noise. a) Facts /Effects. (1) Short-Term Construction Noise impacts. Grading and construction associated with Project implementation could result in significant temporary noise impacts to nearby noise sensitive receptors. Construction activities would begin in one specific development area and subsequently move to the other specific development areas. Therefore, construction would not occur in any one location for an extended period of time. All future development within the El Segundo South Campus Specific Plan area would be subject to compliance with the implementing policies of the El Segundo General Plan Noise Element and SSMC Chapter 7 -2 (Noise and Vibration). Additionally, implementation of Mitigation Measure N -1 would reduce construction noise associated with future development by requiring preparation of a Construction Noise Management Dian that includes limiting construction to the less noise sensitive periods of the day (i.e., between the hours of 7:00 AM and 6:00 PM per ESMC § 7 -2 -10) and ensuring that proper operating procedures are followed during construction so that nearby sensitive receptors are not adversely affected by noise and vibration (i.e., pursuant to the standards set forth in ESMC § 7 -2 -4). Therefore, following compliance with the ESMC and implementation of Mitigation Measure N -1, impacts would be reduced to a less than significant level. (2) Short -Term Construction Noise Impacts. Construction activities associated with the proposed Project and cumulative projects may overlap, resulting in construction noise in the area. However, as analyzed above, construction noise impacts primarily affect the areas immediately adjacent to the construction site. Construction noise for the proposed Project was determined to be less than significant following compliance with the ESMC and Mitigation Measure N -1, Thus, as construction noise is localized in nature and drops off rapidly from the source, and with implementation of Project- specific mitigation 23 113 measures, less than significant cumulative construction - related noise impacts would result. b) Mitigation: Mitigation Measure N -1, as set forth in the EIR and MMRP. c) Finding: The City Council finds that the Project is conditioned to avoid or substantially lessen the potential operational noise environmental effects as identified in the FEIR. 7. Trans ortatiion and Traffic a) Facts /Effects (1) Intersection Level of Service includin Cumulative lm acts . With implementation of mitigation measures, Project impacts involving the following intersections would be reduced to less than significant: Forecast Lon -Ran e with Project Buildout Conditions Study Intersection 0 Intersection 49 (Aviation Boulevard /Utah Avenue). Forecast Lon -Ran e With Project Buildout Conditions State Highway Study Intersection Intersection 57 (1 -405 SB3 Ramps/El Segundo Boulevard). b) Mitigation: Mitigation Measure TRA -4 and TRA -9, as set forth in the EIR and MMRP. c) Finding: The City Council finds that the Project is conditioned to avoid or substantially lessen the traffic impacts at the aforementioned intersections as identified in the FEIR. E. Si nificant Unavoidable Effects that Cannot be—Mitigated to a Level of Insignificance. The City Council finds that the following environmental effects were identified as Significant and Unavoidable in the FEIR. Implementation of the identified mitigation measures would lessen the potential environmental effects to the extent feasible but not below a level of significance. 1. Land Use and Planning a) Facts /Effects. General Plan Policies The proposed ESSCSP is determined to be consistent with the relevant General Plan Policies, excluding Circulation Element Policies C1 -1.2, C1 -1.5, and C1 -1.10. Therefore, the Project would result in a significant and unavoidable impact regarding conflicts with Circulation Element Policies C1 -1.2, C1 -1.5, and C1 -1.10. 24 114 DI Miti ation: No feasible mitigation is available. 2. Air Quality. a) Facts /Effects. (1) ban -Term Air Emissions. Despite implementation of the Project Design Features, ESMC Chapter 15 -15 TDM and trip reduction measures, and Mitigation Measure GHG -1, the operational mitigated emissions would remain above SCAQMD thresholds for ROG, NOx, and CO. Therefore, impacts in this regard would be significant and unavoidable. 2 AQMP Consistent . Although, the Project's long -term influence would be consistent with the AQMP and SCAG's goals and policies, the Projects exceedance of operational ROG, NOx, and CO thresholds would potentially result in a long -term impact on the region's ability to meet State and Federal air quality standards. Therefore, impacts associated with AQMP compliance would be significant and unavoidable. (2) Cumulative Emissions Operational activities would create a significant and unavoidable impact due to exceedances of SCAQMD thresholds for ROG, NOx, and CO. Implementation of recommended Mitigation Measures GHG -1 would reduce impacts; however, a significant and unavoidable impact would remain. bZ Mitigation: Mitigation Measure GHG -1, as set forth in the EIR and MMRP. c) Finding: The City Council finds that the Project is conditioned to lessen the long- term air quality effects at the Project site as identified in the FEIR. The long -term, AQMP consistency and cumulative air quality impacts of the Project cannot be mitigated below the threshold of significance. 3. Greenhouse Gas Emissions a) Facts /Effects. (1) Greenhouse Gas Emissions Implementation of the proposed Project Design Features, and compliance with ESMC requirements and Mitigation Measure GHG -1 would reduce Project - related GHG emissions to 5.9 MTCO2eq per capita per year, which would exceed the 4.8 MTCO2eq per capita per year project level GHG threshold. Therefore, impacts in this regard would be significant and unavoidable. (2) Cumulative Greenhouse Gas Emissions. As stated above, Project - related GHG emissions would be significant and unavoidable despite the Project Design features, and implementation of ESMC requirements and Mitigation Measure GHG -1. Therefore, the Project's 25 115 cumulative GHG emissions would be considered significant and unavoidable. b) Mitigation: Mitigation Measure GHG -1, as set forth in the EIR and MMRP, c) Finding: The City Council finds that the Project is conditioned to lessen the greenhouse gas environmental effects at the Project as Identified in the FEIR. The impacts involving Project and cumulative greenhouse gas emissions cannot be mitigated below the threshold of significance. 4. Trans ortation and Traffic, a) Facts /Effects. Intersection Level of Service Oncluding. Cumulative im acts , Despite implementation of all feasible mitigation measures, Project impacts involving the following intersections would remain significant and unavoidable: Near-Term With Phase I Pro 'e� ct Conditions Study Area Intersection • Intersection 48 (Aviation Boulevard/El Segundo Boulevard, El Segundo /Hawthorne). Forecast Long-Rangee With Project Buildout (Cumulative Conditions Stud Area intersections • Intersection 29 (Nash Street /Maple Avenue, El Segundo); • Intersection 32 (Nash Street/El Segundo Boulevard, El Segundo); • Intersection 38 (Douglas Street/El Segundo Boulevard, El Segundo); • Intersection 48 (Aviation Boulevard/El Segundo Boulevard, El Segundo /Hawthorne); • Intersection 50 (Aviation Boulevard /Alaska Avenue, El Segundo /Hawthorne); • Intersection 51 (Aviation Boulevard /Rosecrans Avenue, El Segundo /Hawthorne/ Manhattan Beach); • Intersection 53 (Aviation Boulevard /Marine Avenue, Hawthorne /Manhattan Beach/ Redondo Beach); • Intersection 55 (Aviation Boulevard /Manhattan Beach Boulevard, Manhattan Beach /Redondo Beach); • Intersection 62 (La Cienega Boulevard /El Segundo Boulevard, Hawthorne /Los Angeles County); and • Intersection 69 (Sepulveda Boulevard /Manchester Avenue, City of Los Angeles). Forecast Long-Range With Project Buildout Cumulative Conditions State Hi hwa Stud Intersections • Intersection 7 (Sepulveda Boulevard (SR -I) /Lincoln Avenue, Caltrans /CMP); and • Intersection 13 (Sepulveda Boulevard (SR -1) /Mariposa Avenue, Caltrans /CMP). 26 116 Forecast Long-Range With Pra'ect Buildout Cumulative Conditions CMP Study Intersections • Intersection 7 (Sepulveda Boulevard (SR -1) /Lincoln Avenue, Caltrans /CMP); • Intersection 15 (Sepulveda Blvd (SR -1) /EI Segundo Blvd, Ca)trans /CMP); • Intersection 18 (Sepulveda Blvd (SR- 1) /Rosecrans Avenue, Ca Itra ns /CMP); • Intersection 69 (Sepulveda Blvd /Manchester Ave, Los Angeles City /CMP); • Intersection 70 (Pacific Coast Hwy (SR -1) /Artesia Blvd, Manhattan Beach /Hermosa Beach /Caltrans /CMP); and • Intersection 71 (Pacific Coast Hwy (SR- 1)/Torrance Blvd, Redondo Beach/ Caltrans /CMP). b) Mitigations: Mitigation Measures TRA -1 to TRA -10, as set forth in the EIR and MMRP. c) Finding: The City Council finds that the Project is conditioned to lessen the traffic impacts environmental effects from the Project as identified in the FEIR. The traffic impacts of the Project cannot be mitigated below the threshold of significance. F. Growth Inducing Irn acts. The City Council finds on the basis of the FEIR and the record of proceedings in this matter that there are no significant growth inducing impacts. G. Project Alternatives 1. Alternatives Considered but Rejected. In accordance with CEQA Guidelines § 15126.6(c), an EIR should identify any alternatives that were considered for analysis but rejected as infeasible and briefly explain the reasons for their rejection. According to the CEQA Guidelines, among the factors that may be used to eliminate alternatives from detailed consideration are the alternative's failures to meet most of the basic project objectives, the alternative's infeasibility, or the alternative's inability to avoid significant environmental impacts. There are no alternatives that were considered and rejected. 2. No Pro "ect /No Develo meat Alternative. a) Description. The 142 -acre site is generally triangular shaped and level (encompasses Assessor Parcel Numbers 4138- 014 -013 and -047). Excluding the El Segundo Boulevard right -of -way (ROW), the Project site totals approximately 137 acres. The property is currently developed with the Raytheon Company's Space and Airborne Systems (SAS) facility. The existing SAS facility is locally referred to as the "South Campus." Eleven (11) buildings are located at the central core of the Campus, with vast surface parking lots (20 lots containing 6,873 parking spaces) located 27 117 around their perimeter. These existing buildings are constructed in a modern architectural style, at a maximum height of approximately 37 feet. The No Project/No Development Alternative would retain the Project site in its current condition. With this Alternative, the site would remain developed with the existing SAS facility and related 11 buildings and surface parking lots. Under the No Project/No Build Alternative, the El Segundo South Campus Specific Plan would not be adopted and an increased density beyond what exists on the property would not occur. Two new land use types (i.e., commercial and light industrial) would not be introduced, as are proposed by the Project. None of the proposed amendments to the El Segundo General Plan (General Plan), the General Plan Map, the Zoning Map or the El Segundo Municipal Code (ESMC) would be implemented. None of the improvements proposed as part of Tentative Map No. 71551 would be constructed and the property would not be subdivided into 26 separate parcels. Proposed improvements to the City's transportation circulation system, including enhancements to the City's roadway network (El Segundo Boulevard, and Continental Boulevard and Nash Street extensions), and bicycle and pedestrian networks, would not be constructed. The existing surface parking lots would remain. The No Project/No Development Alternative would maintain the existing land uses, and no structures would be demolished. Office, laboratory, manufacturing, and warehouse land uses are located on the South Campus totaling approximately 2,089,090 gross square feet and a floor area ratio (FAR) of 0.29. Office uses would continue to predominate among the site's existing land uses, comprising approximately 1.2 million gross square feet, or one -half of the Campus' floor area. The South Campus would continue to provide the existing private outdoor recreational uses that include tennis and basketball courts, and baseball fields at the northwest corner of the property. b) Finding. The City Council finds that the No Project /No Development Alternative would not attain most of the Project's basic objectives. It would not contribute to the Project's objective to create job opportunities or increase the City's economic base. This Alternative would only partially meet two of the Project objectives, since Raytheon's existing business operations would continue to contribute to the business climate that fosters a strong economic community and provides a positive contribution to the maintenance and expansion of the City's economic base. However, new employment would not be generated. It would not meet the Project objectives of providing a range of commercial and industrial uses that would contribute to job creation opportunities or to provide multimodal improvements to the City's transportation circulation system, including enhancements to the City's roadway network, bicycle and pedestrian networks, and increase office and commercial density in close proximity to an existing light rail station. 3. No Protect/Existing Entitlement Alternative. a) Description. The No Project/Existing Entitlement Alternative proposes development of what would be reasonably expected to occur in the foreseeable future, if the Project were not approved, based on the property's current adopted entitlement. As discussed in detail in Section 3.2, BagLcLtound and History, of the FEIR, the 28 118 Hughes Corporation received approval from the City in 1978 for a Precise Plan that originally approved a maximum of 2,575,000 gross square feet of development on the property, which resulted in a FAR of 0,42. Over the course of site development, various changes to the originally approved Precise Plan, including additional restrictions on the maximum allowable development on the site, were made at the request of Hughes Corporation. Development on the property is currently restricted to what is allowed under the existing amended entitlement (Precise Plan 3 -78 Amendment #3 (approved as Resolution 2165 Amended August 13, 1987)), which is 2,017,903 net square feet, allowing an additional 215,459 net square feet over the existing 1,802,444 net square feet, In accordance with the existing amended entitlement and assuming approximately 14 percent of the floor area would be exempt, the No Project/Existing Entitlement Alternative limits development on the property to the total identified in Precise Plan. 3 -78 Amendment #3 of 2,338,814 gross square feet, allowing an additional 249,724 gross square feet over existing 2,089,090 gross square feet. Under the No Project/Existing Entitlement Alternative, no existing land uses would be demolished and the new development would follow the Campus' existing land use pattern, which involves office, laboratory, manufacturing, and warehouse uses. With this Alternative, the El Segundo South Campus Specific Plan would not be adopted and the onsite development intensity would be limited to what is allowed by the Precise Plan. None of the proposed amendments to the El Segundo General Plan (General Plan), General Plan Map, Zoning Map or the ESMC would be implemented, rather the new development would proceed in accordance with the Project site's existing land use designations and zoning. None of the improvements proposed as part of Tentative Map No. 71551 would be constructed and the property would not be subdivided into 26 separate parcels. Proposed improvements to the City's transportation circulation system, including enhancements to the City's roadway network (El Segundo Boulevard, and Continental Boulevard and Nash Street extensions), and bicycle and pedestrian networks, would not be constructed. This Alternative involves development of approximately 141,169 gross square feet of office, 42,092 gross square feet of laboratory, 51,764 gross square feet of manufacturing, and 14,699 gross square feet of warehouse uses. The No Project /Existing Entitlement Alternative would include laboratory and manufacturing uses, which are not proposed by the Project, and exclude the Project's light industrial and commercial uses, This Alternative also proposes significantly less office and warehouse uses than the Project. Overall, this Alternative proposes approximately 88 percent less development than the Project. b) Finding. The No Project /Existing Entitlement Alternative would allow onsite development in accordance with the existing amended Precise flan (Resolution 2166, as amended on August 13, 1987), for an additional 249,724 gross square feet of land uses above existing conditions. Although to a significantly lesser degree than the proposed Project, this Alternative would meet two of the Project objectives by contributing to the business climate that fosters a strong economic community and providing a positive contribution to the maintenance and expansion of the City's economic base. It would not meet the Project objectives of providing a ranee of commercial and industrial uses that would contribute to job creation opportunities or to provide multimodal improvements to the City's transportation circulation system, including enhancements to the City's roadway network, bicycle and 29 119 pedestrian networks, and increase office and commercial density in close proximity to an existing light rail station. 4. Alternative Site Alternative As previously noted, among the factors that may be taken into account when addressing the feasibility of alternatives are site suitability and whether the proponent can reasonably acquire, control, or otherwise have access to the alternative site (or the site is already owned by the proponent). Only locations that would avoid or substantially lessen any of the Project's significant effects need be considered for inclusion. The Applicant does not retain any ownership rights to other properties within the City limits and there are no other infill sites available that are adequately sized and environmentally compatible. The largest undeveloped land area available in the City is approximately 54 acres located east of Sepulveda Boulevard on Rosecrans Avenue, adjacent to the existing Plaza El Segundo Shopping Center and "The Point" Shopping Center, which is the currently under construction. This site is crossed by various rail lines complicating development of the site. The site also has limited street access and limited means to create access across the site or to create multiple access points to major roadways. Therefore, no potentially feasible alternative site alternatives were identified as available for analysis. 5. Raytheon Only Alternative. a) Description. The Raytheon Only Alternative would be generally the same as the proposed Project in that it would involve approval of a Specific Plan that would establish a maximum allowable development within the El Segundo South Campus Specific Plan area of 4,231,547 gross square feet, or an additional 2,142,457 gross square feet over existing conditions. However, the Project's proposed commercial (retail /restaurant) uses would be excluded with this Alternative and replaced by additional office, warehousing, and light industrial uses. As with the proposed Project, this Alternative involves the following entitlements: a Specific Plan; General Plan and General Plan Land Use Element Map Amendments; Zone Change and Zone Text Amendment; and a 'Vesting Tentative Map subdividing the property into separate parcels. Additionally, the Raytheon Only Alternative assumes the Applicant's current Transportation demand Management (TDM) program, which achieves an average daily trip (ADT) reduction of approximately 22 percent, is implemented also for the proposed office, warehousing, and light industrial uses. This Alternative assumes the following land uses: approximately 1,882,830 square feet of office; 79,075 square feet of warehouse; and 180,553 square feet of light industrial. Similar to the proposed Project, this Alternative would enable development with any combination of permitted land uses, provided that the FAR does not exceed the specified development square footage (at a maximum FAR of 0.6) and that the resultant peals flour vehicle trips do not exceed the specified peak hour trip ceiling. As compared to the proposed Project, the Raytheon Only Alternative would exclude commercial uses (148,960 square feet) and include approximately 7.5 percent more office, warehouse, and light industrial uses (approximately 130,909 square feet, 5,498 square feet, and 12,553 square feet, respectively). Ell 120 b) Findinge The Raytheon Only Alternative would be generally the same as the proposed Project (except for exclusion of commercial uses) in that it would involve approval of a Specific Plan that would allow an additional 2,142,457 gross square feet over existing conditions. Additionally, it would result in only nominally less employment (approximately one percent). However, this Alternative would meet Project Objectives 2 and 3 to a lesser degree. Regarding Objective 2, this Alternative would provide a more limited range of uses and limitation to the existing employer. Regarding Objective 3, the economic base expansion under this Alternative would be limited to one employer, causing sales tax instability. 6. Conceptual Plan with Coral Circle Connection Alternative. a) Description. The Conceptual Plan With Coral Circle Connection Alternative (Coral Circle Alternative) would be the same as the proposed Project in every respect, except one: this Alternative also involves a connection to Coral Circle, between and including portions of Lots 20 and 22, near the southeast corner of the Project site. Specifically, the Coral Circle Alternative involves constructing a connection between the proposed Nash Street extension and Coral Circle's existing southern leg, near the Project site's southeast corner. A 60-foot ROW would be dedicated, consistent with Coral Circle's classification as a Local Street. Construction of the Coral Circle connection would occur before the City issued any certificate of occupancy for the Phase II development. This Alternative involves providing the Coral Circle ROW improvements, including curb /gutter, parkway trees, and roadway paving among others, pursuant to ESMC Chapter 15 -24A, which outlines the standards /requirements for ROW dedications and improvements. b) Finding. The Conceptual Plan With Coral Circle Connection Alternative (Coral Circle Alternative) would be the same as the proposed Project in every respect, except the Coral Circle connection. Therefore, this Alternative would meet all of the Project objectives, as outlined above. 7. Envir mmentally Superior Alternative. In compliance with Public Resources Code §15126,6(d), a matrix displaying the major characteristics and significant environmental effects of each alternative is included in the FEIR, see Table 7 -15, Compa� Altertiatives. The purpose of this matrix is to summarize a comparison of project alternatives. Pursuant to Public Resources Code §15126,6, it is required that one alternative be identified as the environmentally superior alternative. Furthermore, if the environmentally superior alternative is the "No Project" alternative, the FEIR must also identify the environmentally superior alternative from among the other alternatives. As indicated in FEIR Table 7 -15, the No Project/No Development Alternative is identified as the environmentally superior alternative. Among the other alternatives, the environmentally superior alternative is the Raytheon Only Alternative. This Alternative would generally lessen the impacts associated Project development, because it would involve different land uses and approximately 35 percent less traffic. Additionally, because the Raytheon Only Alternative would be 31 121 generally the same as the proposed Project and would result in nominally less employment (approximately one percent less), this Alternative would meet all of the 'Project objectives (although, some to a lesser degree than the Project). III. STATEMENT OF OVERRIDING CONSIDERATIONS The City Council finds on the basis of the F E I R and the entire administrative record for this matter that the unavoidable significant impacts of the El Segundo South Campus Specific Plan Project as discussed in Section II.D. above are acceptable when balanced against the benefits of the Project. This determination is based on the following substantial public and social factors as identified in the FEIR and the record of proceedings in the matter. Each Project objective /benefit set forth below constitutes an overriding consideration warranting approval of the Project. 1. The project will help foster economic development in the City by contributing to a strong business climate, with positive outcomes such as business retention and attraction, as well as effective levels of City services to all members of the community. 2. Provide the opportunity for the City's largest employer to grow and expand its operations within the City. This will aid in business retention efforts for the aerospace industry, historically a major industry in the region. 3. Create a Specific Plan with a range of commercial and industrial uses that will contribute to job creation opportunities and balance growth with local resources and infrastructure capacity, Full build out of the Project is estimated to create 4,598 new jobs within the Project area. In addition numerous temporary jobs will be created as part of project construction. 4. Increase the City's tax base including utility user tax, property tax and sales tax, and therefore provide the City with resources to provide high - quality services to residents and the daytime population. The applicant submitted a Gross Fiscal Impact and Economic Benefit Analysis, prepared by the Kosmont Companies (August 2015). That analysis estimates future increased annual City fax revenue at $2.6 million dollars if the project is fully built out. This would represent an approximate 4.3% increase in the City's general fund revenues as reported for the 2014 -2015 fiscal year adopted budget. 5. Six annual payments will be made to the City beginning on March 31, 2016 and ending March 31, 2021. The first annual payment is $500,000 and the subsequent five annual payments are $700,000 each. The total arnount of the six required payments is $4,000,000. If the Mash Street extension roadway improvements are not completed within 10 years of the project approval date then an additional $5,000,000 payment will be made to the City. All payments will be deposited into the City's General Fund and may be used for any purpose determined by the City Council. 6. A $.50 per square foot fee for all new development on the site is required. All revenue from this fee will be deposited into the City's General Fund. 7. Enhance the City's roadway network through the addition of a fourth traffic lane on El Segundo Boulevard and construction of the Nash Street roadway extension, a roadway link planned for in the El Segundo General Plan Circulation Element. 8. Providing opportunities for future roadway links, such as potential public use of a roadway extending Continental Boulevard, potential to create an east -west connection between Nash Street and Coral Circle, and potential roadway access to the east side of the City's golf - course. 32 122 9. Bicycle and pedestrian network improvements. The bicycle network improvements are consistent with the recently adopted South Bay Bicycle Plan which provides a blueprint for a regional bicycle network. 10. The Project will increase density close to the existing Metro Green -line light rail station consistent with regional planning programs and plans, such as the SCAG Regional Transportation Plan /Sustainable Communities Strategy and the Compass Blueprint Growth Vision Program. The project site is within the Compass Blueprint 2% Strategy Opportunity Areas" which identifies 2% of the region's land area where investing planning efforts and resources will yield the greatest progress towards improving, mobility, livability, prosperity and sustainability. 11. The increase in density close to the existing Metro Green Line light rail station is also consistent with four General Plan Land Use Element policies (LU4 -3.2, LU 4 -4.4, LU 4- 4.6, and LU448) promoting denser mixed use development within a quarter mile of the City's existing Green -line stations. 12. A potential opportunity where 25% of the costs upgrading the City sewer line in El Segundo Boulevard is paid for by the Project applicant. 13. A potential opportunity for a private 7.54 -acre recreational /open space area to be provided to the City for park purposes open to the public. IV. RECIRCULATION. Facts. 1. The City received comments on the DEIR from members of the public and from public agencies in both written and oral form. The FEIR contains written responses to all comments ( "Responses to Comments ") received on the DEIR as of November 14, 2014. Some comments were incorporated into the FEIR as factual corrections and minor changes. The FEIR includes all factual corrections and minor changes to the DEIR. All comments and testimony received prior to and at the City Council's public hearing have been considered. Finding. Pursuant to CEQA Guidelines § 15088.5 and Public Resources Code § 21092.1, and based on the FEIR and the record of proceedings in for the El Segundo South Campus Specific Plan Project, the City Council finds that: 1. Factual corrections and minor changes are set forth as additions and corrections to the DEIR; and 2. The factual corrections and minor changes to the DEIR are not substantial changes in the DEIR that would deprive the public of a meaningful opportunity to comment on a substantial ,adverse environmental effect of the Rosecrans /Sepulveda Site Rezoning and Plaza El Segundo Development, a feasible way to mitigate or avoid such an effect, or a feasible Project alternative; and 3. The factual corrections and minor changes to the DEIR will not result in new significant environmental effects or substantially increase the severity of the significant effects previously disclosed in the DEIR; and 33 123 4. The factual corrections and minor changes to the DEIR will not involve mitigation measures or alternatives which are considerably different from those analyzed in the DEIR that would substantially reduce one or more significant effects on the environment; and 5. The factual corrections and minor changes to the DEIR do not render the DEIR so fundamentally inadequate and conclusory in nature that meaningful public review and comment would be precluded. Thus, the City Council finds that none of the conditions set forth in CEQA Guideline § 15088.5 or Public Resources Cade § 21092.1 requiring recirculation of a draft environmental impact report were met. The City Council further finds that incorporation of the factual corrections and minor changes to the DEIR into the FEIR does not require that the FEIR to be recirculated for public comment. V. SU13STANTIAL EVIDENCE. The City Council finds and declares that substantial evidence for each and every finding made herein is contained in the FEIR, which is incorporated herein by this reference, and in the record of proceedings in the matter. P:\Planning & Building Safety \0 Planning - OIMPPROJECTS (Planning) \901- 925\EA 905 \Planning Commission 02.12.2015\ EA -905 Exhbit A CEQA Findings of Fact.doc 34 124 CITY COUNCIL RESOLUTION EXHIBIT H FINAL ENVIRONMENTAL IMPACT REPORT EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN PREVIOUSLY DISTRIBUTED ON 11/17/2015 UNDER SEPARATE COVER EXHIBIT I h 125 EXHIBIT I h e un o 41, 11-7 dLi4 CITY COUNCIL RESOLUTION EXHIBIT I VESTING TENTATIVE MAP (VTM) NO. 71551 PREVIOUSLY DISTRIBUTED ON 11/17/2015 UNDER SEPARATE COVER EXHIBIT 1 i 127 — uoey}Ao�j\ :M :: Wy Z L : LZ :O L -O LOZ /8 L/L — Pa^oS :: NV ZZ : LZ :0 L -V LOZ /8 L/L — Pallold 2015 -12 -15 CC AGENDA PACKET ITEM #2 - PULL PLANS AVAILABLE UPON REQUEST IN THE PLANNING DEPARTMENT i� i �� ) x 1' O It € N N N I 4 wry. Q) r r N Lo O f W 3VOo O 'h U Y N 0 N N Q a Lo M 3 cn r- 3 ' Lo Lo - 3 128 EXHIBIT 2 ORDINANCE NO. AN ORDINANCE APPROVING ZONE CHANGE AND ZONING MAP AMENDMENT NO. ZC 11 -02; ZONE TEXT AMENDMENT NO. ZTA 11 -01; SPECIFIC PLAN NO. SP 11 -01; AND DEVELOPMENT AGREEMENT NO. DA 11 -02; ADDING ESMC § 15- 3- 2(A)(10) AND AMENDING ESMC § 15- 3 -2(A) FOR THE EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN PROJECT AT 2000 -2100 EAST EL SEGUNDO BOULEVARD. The City Council of the City of El Segundo does ordain as follows: SECTION 1: Environmental Assessment. Resolution No. adopted a Final Environmental Impact Report (FEIR) and a Statement of Overriding Considerations (SOC) for this Project which, among other things, properly assesses the environmental impact of this Ordinance, and the Project, in accordance with CEQA. This Ordinance incorporates by reference the environmental findings and analysis set forth in Resolution No. SECTION 2: Factual Findings and Conclusions. The factual findings and conclusions set forth in Resolution No. , adopted on December 1, 2015, are incorporated as if fully set forth. SECTION 3: Zone Change Findings. Pursuant to ESMC Chapter 15 -26, the City Council finds as follows: A. Based upon the findings in Section 2, the proposed Zone Change is necessary to carry out the proposed project because the proposed General Plan Amendment would change the land use classification of the project site from Light Industrial (M -1) to El Segundo South Campus Specific Plan (ESSCSP). The proposed Zone Change is necessary to maintain consistency with the proposed General Plan land use designation of El Segundo South Campus Specific Plan. B. ESMC Title 15 is intended to be the primary tool for implementing the goals, objectives and policies of the El Segundo General Plan. The zone change will maintain consistency with the proposed change in General Plan land use designation to El Segundo South Campus Specific Plan and is also consistent with the General Plan goals, objectives and policies. SECTION 4: ESMC § 15- 3- 2(A)(10) is added to read as follows: "10. El Segundo South Campus Specific Plan 129 There is one zone intended to be used within the boundaries of the El Segundo South Campus Specific Plan. The zone is: ESSCSP - El Segundo South Campus Specific Plan" SECTION 5: Specific Plan Findings. The proposed creation of the El Segundo South Campus Specific Plan (ESSCSP) is desirable to implement the proposed project. Without amending the ESMC, the current zoning would not permit mixed use development with an overall maximum 0.6 FAR based on the 142.2 gross acre size of the project area. An amendment to ESMC § 15- 3 -2(A) to create the El Segundo South Campus Specific Plan (ESSCSP) is necessary for consistency with the General Plan. SECTION 6: Development Agreement Findings. Pursuant to City Council Resolution No. 3268, adopted June 26, 1984, the City Council finds that: A. The project is consistent with the objectives, policies, general land uses, and programs specified in the general plan and any applicable specific plan. The Development Agreement would provide multiple public benefits (as set forth in the Development Agreement) in exchange for valuable development rights (ten -year entitlement with a five -year extension option). B. The project is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. The proposed project includes a new land use designation and zoning classification, which establishes the permitted uses and development standards that would apply to the project. These uses and development standards are similar and compatible with the other commercially zoned districts in the City. C. The project conforms to public convenience, general welfare and good land use practice. The El Segundo South Campus Specific Plan includes a range of commercial and industrial uses that will contribute to job creation opportunities and balance growth with local resources and infrastructure capacity. The project will also provide new roadway links in locations identified as needing future roadways in the General Plan Circulation Element, as well as provide new bicycle and pedestrian network improvements. D. The project will not be detrimental to health, safety and general welfare. An EIR was completed to evaluate the project are reviewed issue areas such as Hazards and Hazardous Materials, Hydrology and Water Quality, Air Quality, and Noise. All feasible mitigation has been incorporated into the project to reduce or eliminate potential impacts and to maintain public health, safety and general welfare. 2 130 E. The project will not adversely affect the orderly development of property or the preservation of property values. This project is surrounded by previously developed commercial land and the proposed uses of the El Segundo South Campus Specific Plan are consistent with surrounding development and will not adversely affect the value of neighboring properties. The proposed El Segundo South Campus Specific Plan development standards and development agreement will ensure that the project will be developed in an orderly fashion. All mitigation measures will be implemented at the time and place impacts occur. SECTION 7: Actions. The City Council takes the following actions: A. ESMC § 15- 3- 2(A)(10) is added to read as follows: "10. El Segundo South Campus Specific Plan There is one zone intended to be used within the boundaries of the El Segundo South Campus Specific Plan. The zone is: ESSCSP - El Segundo South Campus Specific Plan" B. The City's Zoning Map is amended by changing the Project site from "Light Industrial" to "El Segundo South Campus Specific Plan." The corresponding changes to the Zoning Map are set forth in attached Exhibit 'A" which is incorporated into this Ordinance by reference. C. The "El Segundo South Campus Specific Plan" is adopted as set forth in attached Exhibit "B," which is incorporated into this Ordinance by reference. D. The Development Agreement by and between the City of El Segundo and the Raytheon Corporation, as set forth in attached Exhibit "C," and incorporated into this Ordinance by reference, is approved. The Mayor is authorized to execute the Development Agreement in a form approved by the City Attorney. E. To the extent they are not otherwise adopted or approved by this Ordinance, and subject to the conditions listed on attached Exhibit "D," which are incorporated into this Ordinance by reference, the City Council approves Zone Change and Zoning Map Amendment No. ZC 11 -02, Zone Text Amendment No. ZTA 11 -01, Specific Plan No. SP 11 -01, and Development Agreement No. DA 11 -02. SECTION 8: Technical Corrections. The City Manager, or designee, is authorized 3 131 to make technical corrections, in a form approved by the City Attorney, to maps, diagrams, tables, and other, similar, documents (collectively, "Maps ") that may be required to reconcile the changes made by this Ordinance with amendments made to the Zoning Map by other City Council action in unrelated land use applications. SECTION 9: Reliance on Record. Each and every one of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 10-.' Limitations. The City Council's analysis and evaluation of the Project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 11: Summaries of Information. All summaries of information in the findings which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding, is not based in part on that fact. SECTION 12: Effectiveness of SSMC. Repeal or amendment of any provision of the ESMC will not affect any penalty, forfeiture, or liability incurred before or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance. SECTION 13: Recordation. The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of El Segundo's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law. SECTION 14: Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the city council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable. 2 132 SECTION 15: Effective Date. This Ordinance will become effective on the thirty -first (31 st) day following its passage and adoption. PASSED, APPROVED AND ADOPTED this _ day of December 2015. Suzanne Fuentes, Mayor 5 133 ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO I, Tracy Sherrill Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Ordinance No. was duly introduced by said City Council at a regular meeting held on the 1St day of December 2015, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the day of December 2015, and the same was so passed and adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Tracy S. Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney Karl H. Berger, Assistant City Attorney PAPlanning & Building Safety \0 Planning - Old \PROJECTS (Planning) \901- 925 \EA - 905 \Planning Commission \EA -905 Draft CC Ordinance.dom 134 EXHIBIT 2a 135 i .o J �. '199NCBSP �� I m CO Q ~ z CO MU -N x MU -N w w z Q z z z MCI � O E EL SEGUNDO BLVD P -F I I I - t" M -2 1 I. O -s 0 J m a O W J � a w rn i r I P -F O -s i UGNeS"'Py M -1 I { 0 500 C-4 C -4 Feet EXHIBIT A 2000 -2100 East El Segundo Boulevard Proposed Zoning Designation' •` City of El Segundo El Segundo South Campus Specific Plan 135 CITY COUNCIL ORDINANCE EXHIBIT B ELSEGUNDO SOUTH CAMPUS SPECIFIC PLAN EXHIBIT 2b 136 LL SEGC1NDO SOUTH CAMPUS SPECIFIC PLAIT Specific Plan No. 11 -01 October 2015 137 EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN TABLE OF CONTENTS I. INTRODUCTION ............................................................................... ..............................1 A. Specific Plan Area ..................................................................... ..............................1 B. Background ................................................................................ ..............................1 C. Demographics ............................................................................ ..............................7 D. Economic Context ...................................................................... ..............................7 II. OVERVIEW OF THE SPECIFIC PLAN ......................................... ..............................9 A. Purpose and Authority of Specific Plan ..................................... ..............................9 B. Specific Plan Scope and Goals ................................................. .............................10 C. Consistency with the General Plan ........................................... .............................10 D. Entitlements .............................................................................. .............................16 E. Existing Land Uses ................................................................... .............................17 III. LAND USE PLAN ............................................................................. .............................19 A. Development Concept ............................................................... .............................19 B. Land Use Plan ........................................................................... .............................20 C. Phasing ..................................................................................... .............................27 D. Circulation Plan ........................................................................ .............................27 E. Grading Concept ....................................................................... .............................29 IV. EXISTING UTILITIES AND INFRASTRUCTURE ..................... .............................31 A. Water Service ............................................................................ .............................31 B. Reclaimed Water ....................................................................... .............................33 C. Sewer Service ........................................................................... .............................33 D. Drainage ................................................................................... ..............................3 5 E. Gas ............................................................................................ .............................37 F. Electric ...................................................................................... .............................39 G. Telecommunications Utilities ................................................... .............................39 H. Solid Waste Disposal ................................................................ .............................41 I. Fire Protection ........................................................................... .............................41 J. Police Services .......................................................................... .............................41 V. DESIGN GUILDELINES .................................................................. .............................43 A. Design Objectives and Intent .................................................... .............................43 Draft Page i October 2015 138 EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN VI. DEVELOPMENT STANDARDS ...................................................... .............................57 A. Permitted Uses .......................................................................... .............................57 B. Development Standards ............................................................ .............................59 C. Circulation ................................................................................ .............................61 D. Parking and Loading ................................................................. .............................62 E. Landscaping .............................................................................. .............................64 F. Public Safety ............................................................................. .............................66 G. Signage .................................................................................,..... ...................,.........67 H. Sustainability ............................................................................ .............................67 I. Enclosed Uses ........................................................................... .............................68 VII. ADMINISTRATION .......................................................................... .............................69 Draft A. Introduction ................................ ............................... B. Municipal Code References ....... ...................,,.,,,,,,,,. C. Modifications ............................. ..........................,,... D. Site Plan Review ........................ ............................... E. Amendment ................................ ............................... F. California Environmental Quality Act Compliance. Page ii ............... .............................69 ............... .............................69 ............... .............................69 ............... .............................71 ............. ............................... 76 ............. ............................... 76 October 2015 139 EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN EXHIBITS Exhibit 1 Regional Vicinity Map ............................................................... ..............................2 Exhibit 2 Local Vicinity Map .................................................................... ..............................3 Exhibit 3 Local Vicinity Aerial View ........................................................ ..............................4 Exhibit 4 Existing Development ................................................................ ..............................6 Exhibit5 Land Use Plan ............................................................................ .............................24 Exhibit 6 Conceptual Site Plan ................................................................. .............................25 Exhibit 7 Vesting Tentative Map 471551 ................................................. .............................26 Exhibit 8 Conceptual Water Plan ............................................................. .............................32 Exhibit 9 Conceptual Reclaimed Water Plan ........................................... .............................34 Exhibit 10 Conceptual Sewer Plan ............................................................. .............................36 Exhibit 11 Conceptual Drainage Plan ........................................................ .............................38 Exhibit 12 Electric, Gas and Telecommunication Conceptual Plan ........... .............................40 Exhibit 13 El Segundo Boulevard Street Concept ...................................... .............................49 Exhibit 14 Hughes/Nash Extension Streetscape Concept .......................... .............................50 Exhibit 15 Continental Streetscape Concept .............................................. .............................51 Exhibit 16 Corner Entry Concept ............................................................... .............................52 Draft Page iii October 2015 140 EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN TABLES TableI -1 Existing Uses ............................................................................. ..............................5 Table III -1 Land Use Summary .................................................................. .............................21 Table III -2 Land Use — Project Development Scenario .............................. .............................22 Table III -3 Project Trip Ceiling ................................................................. .............................23 TableIII -4 Phasing ...................................................................................... .............................27 TableIV -1 Allowable Uses ......................................................................... .............................57 Table VII -1 California Environmental Quality Act Conformance ............... .............................76 APPENDICES Appendix A El Segundo South Campus Specific Plan Trip Generation Rates, Credits, and Caps ................................. .............................77 Appendix B El Segundo South Campus Specific Plan Legal Description .................. Draft Page iv October 2015 141 I. INTRODUCTION A. SPECIFIC PLAN AREA The El Segundo South Campus Specific Plan (ESSC -SP) area is located in the City of El Segundo, County of Los Angeles, California. El Segundo is situated 15 miles southwest of downtown Los Angeles. The City of El Segundo is located south of the City of Los Angeles, west of the City of Hawthorne and the County of Los Angeles, north of the City of Manhattan Beach, and the east of the City of Los Angeles and the Pacific Ocean (refer to Exhibit 1, Regional Vicinity Map). More specifically, the roughly 142.28 gross acre Campus site ( "Campus ") is located in the southeast quadrant of the City of El Segundo, approximately 1.0 miles south of the Los Angeles International Airport (LAX) and the Glen Anderson Century Freeway (I -105), two miles west of the San Diego Freeway (SR -405), and approximately two miles west of the juncture of these two freeways. The Campus is bounded by El Segundo Boulevard to the north, the elevated MTA Line and an older industrial subdivision on Coral Circle to the east, a Union Pacific Railroad spur and the El Segundo sump to the south, and a Southern California Edison high voltage transmission easement to the west (refer to Exhibit 2, Local Vicinity Map, and Exhibit 3, Local Vicinity Aerial View). The adjacent zoning uses are: corporate office and mixed -use to the north, across El Segundo Boulevard; light manufacturing to the east and south; and open space and public facility to the west. A multi -media zone overlies the entire eastern half of the City, including the Specific Plan Area. B. BACKGROUND In 1978 a Precise Plan was approved for Hughes (which merged with Raytheon Company in December 1997) to build a total of 2,575,000 square feet of improvements on the Campus for a FAR of 0.42. The Precise Plan project consisted of two main components — an office tower of up to 16 stories to be located on the northwest portion of the Campus and a large low - profile complex housing the engineering and manufacturing components. The approval allowed Hughes to consolidate its corporate headquarters which was then in Culver City with its electro- optical data systems group which was already located elsewhere in El Segundo. The Campus was chosen by Hughes for the flexibility and consolidation potential made possible by the size of the property, the proximity to other Hughes' facilities, and the proximity to LAX - considerations that remain important today. Before the implementation of the Precise Plan, the Campus had been used primarily for farming. 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I; 'i? —' - ' Lan ` r.- Santa Tustin San .� -' des(`, Bw O Pedro �- Ana C, _. Huntlnplan Beach j' ti Costa i Itvine Lake Ma u Forest EXHIBIT I REGIONAL LOCATION MAP Draft Page 2 October 2015 143 INTERNATIONAL' D AIRPORT 1 'l 'T� 1. GLENN UE M Im FAIAL (CENTURY VRW At YAP, 1'1)'.A ap t; s MiWM m 7 OXIMILER 4 z� R�WATION STATE H: L PA)W S zf4 wrn. Pi r FpONF) BEAM u j .,.I, Iv " L .mod-, : i,WMLjh AV mm 4" Eta a v KIM EL: SEQUNUO AT A EL SESUM ramr i I. wo, M�'9 BEMN if nft� eltWw oll % y4 ^ Z 140, rue"', 4 v " irn mw EXHIBIT 2 LOCAL VICINITY MAP Draft Page 3 October 2015 144 Draft EXHIBIT 3 LOCAL VICINITY AERIAL VIEW Page 4 October 2015 145 Through the years the Precise Plan went through several changes including moving the recreation component from under the Edison Right -of -Way to the northwest portion of the Campus, eliminating the corporate office tower which was planned for the northwest corner of the Campus, and adding additional facilities. Up until 1983 there was no official "Precise Plan" map. With Hughes' request to construct additional storage buildings in 1983, the City Council provided that the plan that was submitted with the amendment request would be the official Precise Plan which could only be modified with Planning Commission and City Council approval. In 1987, the City Council approved the last modification of the Precise Plan. Today there are 11 structures on the Campus, including the recreation facility, comprising approximately 1,802,513 square feet of net development, for an FAR of approximately 0.29 (refer to Exhibit 4, Existing Development). The current net square footage is broken down as follows between uses: Office 1,018,959 s.f. • Laboratory 303,825 s.f. • Manufacturing 373,634 s.f. • Warehouse 106,095 s.f. More specifically, the structures shown on Exhibit 4 consist of: Table I -1 Existing Uses Building E-1 Use Office, Lab /R &D, Warehouse Net Square ....- 996,871 E -2 Office, Lab /R &D, Warehouse 39,082 28,383 E -3 E -4 Office, Lab /R &D, Warehouse Office, Lab /R &D, Warehouse 670,619 E -5 Office, Lab /R &D, Warehouse 1,705 E -6 Office 2,263 E -7 Office, Lab /R &D, Warehouse 49,966 E -20 Warehouse 9,245 E -21 Office, Warehouse 3,951 E -23 Warehouse 428 E -24 Recreation* 0 Total 1,802,513 *Note: Building E -24 includes locker rooms, restroom and shower rooms which are non - assignable areas for purposes of net square footage. Draft Page 5 October 2015 146 Draft EXHIBIT 4 EXISTING DEVELOPMENT Page 6 October 2015 147 Under the existing approvals, only an additional 215,390 net square feet can be built for a total FAR of 0.325. With this FAR, the Property is extremely underdeveloped as both the General Plan and zoning for similar light industrial uses allow a 0.60 FAR as of right. Further, the El Segundo Municipal Code (ESMC) was recently amended to clarify that the FAR is based on net square feet of development in the light manufacturing zone. Currently the Campus is built close to the maximum FAR currently allowed. The limitations caused by the Precise Plan have caused Raytheon to utilize property in other areas for its operations when the need arises. This creates inefficiency and unnecessary costs, as well as results in economic losses for the City. In order to make efficient use of the Campus, Raytheon filed for this Specific Plan in December 2011 along with other applications, including a General Plan Amendment, Zoning Amendment, and Tentative Map. The intent of the Specific Plan is to allow Raytheon to develop the Specific Plan area with any combination of allowed uses provided that the FAR does not exceed a specified development square footage (at a maximum FAR of 0.60 within the ESSCSP area) and the specified peak hour trip ceiling on new development (26,585 daily trips, 3042 a.m. peak hour trips and 3120 p.m. peak hour trips). The adoption of this Specific Plan will allow Raytheon to expand its operations, invest in the City of El Segundo, and make use of its property in a manner similar to adjacent properties. C. DEMOGRAPHICS According to the 2010 United States Census, as of 2010 El Segundo had a population of 16,654 persons and a total of 7410 dwelling units. From 2000 to 2010, El Segundo's population increased by 4 %. The 2009 Profile of the City of El Segundo prepared by the Southern California Association of Governments ( "SCAG ") indicates that as of 2008 there were 53,715 jobs in the City of El Segundo, which was 1.3% lower than the 2003 level. Raytheon employs approximately 7,000 of these employees. During the period from 2003 to 2008 there was a 13.2% decrease in manufacturing jobs although manufacturing jobs remain the largest sector of jobs in the City. D. ECONOMIC CONTEXT El Segundo has a daytime population of approximately 85,000 persons compared to its resident population of approximately 17,000 persons. Through the years El Segundo has steadily moved away from heavy industrial and manufacturing uses towards more diversified commercial and professional uses. With the exception of the Chevron Refinery and the Air Products Chemical Plants, most heavy industrial uses have relocated outside of the City. El Segundo is home to many major corporations including Raytheon, Boeing, Chevron, Computer Sciences Corporation, DirecTV, Mattel, Xerox, Time Warner Cable, The Aerospace Corporation, and Northrop Grumman. Raytheon is the City's largest employer. Over the past few years there has been a net loss of jobs in the City. The potential for additional businesses and jobs that may be created by this Specific Plan will improve the overall economic health of the City, allowing the City to provide a high quality of municipal services to the benefit of the City's resident and business community. Draft Page 7 October 2015 .; This page intentionally left blank. Draft Page 8 October 2015 .• II. OVERVIEW OF THE SPECIFIC PLAN A. PURPOSE AND AUTHORITY OF SPECIFIC PLAN The purpose of this Specific Plan is to provide a foundation for the proposed land uses on the subject property through the application of regulations, standards and design guidelines. The El Segundo South Campus Specific Plan provides text and exhibits which describe the proposed land uses and associated guidelines. This Specific Plan is adopted pursuant to Government Code §§ 65450 through 65457. Pursuant to Government Code § 65450, a Specific Plan must include text and a diagram or diagrams which specify all of the following in detail: • The distribution, location, and extent of the uses of land, including open space within the area covered by the plan. • The proposed distribution, location, extent, and intensity of major components of public and private transportation, sewage, water, drainage, solid waste disposal, energy and other essential facilities proposed to be located within the land area covered by the plan and needed to support the land uses described in the plan. • Standards and criteria by which development will proceed, and standards for the conservation, development, and utilization of natural resources, where applicable. • A program of implementation measures including regulations, programs, public works projects and financing measures necessary to carry out the above items. • A discussion of the relationship of the Specific Plan to the General Plan. A thorough review of the El Segundo General Plan shows that this Specific Plan is compatible and consistent with the goals and policies outlined in the General Plan. This Specific Plan will further the goals and policies of the General Plan as more fully described below. This Specific Plan was prepared to provide the essential relationship between the policies of the El Segundo General Plan and actual development in the Project area. By functioning as a regulatory document, the El Segundo South Campus Specific Plan provides a means of implementing the City of El Segundo's General Plan. All future development plans and entitlements within the Specific Plan boundaries must be consistent with the standards set forth in this document. Draft Page 9 October 2015 150 B. SPECIFIC PLAN SCOPE AND GOALS The City of El Segundo is an employment -led community and accordingly, development has been led by employment rather than housing growth. The El Segundo South Campus Specific Plan will serve the mission of economic development in the City which is to create, maintain, and implement a business climate that fosters a strong economic community, develop a strategic plan that will result in business retention and attraction, provide an effective level of City services to all elements of the community, and maintain the quality of life that has characterized El Segundo for more than nine decades. Permitted uses within the Campus will create job opportunities and seek balance between growth, local resources, and infrastructure capacity. Additionally, the growth allowed by the Specific Plan will create a synergy with other uses in the area and help those businesses to grow as well. The development allowed under the Specific Plan will provide a basis for a positive contribution to the maintenance and expansion of El Segundo's economic base as development typically increases the City's business license taxes, increases the City's utility user taxes, increases the City's property taxes, and increases the City's sales taxes. An increased economic base will provide the City with resources to provide high - quality services to its residents and daytime population. C. CONSISTENCY WITH THE GENERAL PLAN The El Segundo General Plan provides the underlying fundamentals of the El Segundo South Campus Specific Plan, which serves both as a planning and regulatory document. The Specific Plan is the document implementing the El Segundo General Plan for the Campus area. Proposed development plans or agreements, tentative tract or parcel maps, and any other development approvals must be consistent with the Specific Plan. Projects consistent with this Specific Plan will be automatically deemed consistent with the General Plan. The El Segundo South Campus Specific Plan requires a General Plan Amendment that changes the Land Use Designation from Light Industrial, Public Facility and Open Space to El Segundo South Campus Specific Plan with an accompanying Land Use map change. With approval of this amendment, the Specific Plan is consistent with the General Plan of the City of El Segundo. More specifically, the Specific Plan directly implements or furthers the intent of the following goals, objectives and policies of the General Plan: ECONOMIC DEVELOPMENT ELEMENT Goal ED1: To create in El Segundo a strong, healthy economic community in which all diverse stakeholders may benefit. Draft Policy ED 1 -1.1: Maintain economic development as one of the City's and the business and residential communities' top priorities. Page 10 October 2015 151 Policy ED1 -1.2: Focus short-run economic development efforts on business retention and focus longer -run efforts on the diversification of El Segundo's economic base in order to meet quality of life goals. Objective ED]-2: Center diversification efforts on targeted industries that meet the City's criteria for job creation, growth potential, fiscal impact, and fit with local resources. Policy ED 1-2.1: Seek to expand El Segundo's retail and commercial base so that the diverse needs of the City's business and residential communities are met. Policy ED 1 -2.2: Maintain and promote land uses that improve the City's tax base, balancing economic development and quality of life goals. Goal ED2: To provide a supportive and economically profitable environment as the foundation of a strong local business community. Policy ED2 -1.3: Develop a framework within which interested groups can work together on matters of common interest related to economic growth, its orderly management, and the resolution of attendant problems to improve the City's business climate. LAND USE ELEMENT Goal LU4: Provide a stable tax base for the City through development of new commercial uses, primarily within a mixed -use environment, without adversely affecting the viability of Downtown. Draft Objective LU4 -1: Promote the development of high quality retail facilities in proximity to major employment centers. Policy LU4 -3.1: Encourage retail uses, where appropriate, on the ground floor of Urban Mixed -Use and corporate offices with other uses above. Policy LU4 -3.2: Encourage mixed -use developments within one - quarter mile of the Green Line Stations. Objective LU44: Provide areas where development has the flexibility to mix uses, in an effort to provide synergistic relationships which have the potential to maximize economic benefit, reduce traffic impacts, and encourage pedestrian environments. Page 11 October 2015 152 Policy LU44.1: Policies and zoning regulations shall be developed to help guide the development of commercial activities within mixed - use projects. Policy LU44.4: Promote commercial uses, in conjunction with other uses, in buildings within a quarter -mile walking radius of the Green Line Stations. Policy LU44.6: Promote mixed -use development near transit nodes and encourage modes of transportation that do not require an automobile. Goal LU5: Retain and attract clean and environmentally safe industrial uses that provide a stable tax base and minimize any negative impact on the City. Objective LU5 -1: Attract the kinds of industrial uses which will be economically beneficial to the community as well as enhance the environmental quality of the City. Objective LU5 -2: Encourage the construction of high - quality, well designed industrial developments through adoption of property development standards and provisions of community services and utilities. Policy LU5 -2.1: New industrial developments shall provide landscaping in parking areas and around the buildings. This landscaping is to be permanently maintained. Policy LU5 -2.5: Employee recreational facilities shall be provided by the employer for large industrial developments. Objective LU54: Preserve and maintain a balanced and diversified industrial base. Objective LU5 -6: Encourage a mix of office and light industrial uses in industrial areas. Policy LU6 -1.1: Continue to provide uniform and high quality park and recreational opportunities to all areas of the City, for use by residents and employees. CIRCULATION ELEMENT Goal Cl: Provide a safe, convenient, and cost - effective circulation system to serve the present and future circulation needs of the El Segundo community. Draft Page 12 October 2015 153 Policy C 1 -1.8: Provide all residential, commercial, and industrial areas with efficient and safe access to the major regional transportation facilities. Policy C 1 -1.9: Provide all residential, commercial, and industrial areas with efficient and safe access for emergency vehicles. Goal C2: Provide a circulation system that incorporates alternatives to the single - occupant vehicle, to create a balance among travel modes based on travel needs, costs, social values, user acceptance, and air quality considerations. Drajt Objective C2 -1: Provide a pedestrian circulation system to support and encourage walking as a safe and convenient travel mode within the City's circulation system. Policy C2 -1.3: Encourage new developments in the City by participating in the development of the citywide system of pedestrian walkways and require participation funded by the Project developer where appropriate. Policy C2 -1.4: Ensure the installation of sidewalks on all future arterial widening or new construction projects, to establish a continuous and convenient link for pedestrians. Objective C2 -2: Provide a bikeway system throughout the City to support and encourage the use of the bicycle as a safe and convenient travel mode within the City's circulation system. Policy C2 -2.1: Implement the recommendations on the Bicycle Master Plan contained in the Circulation Element, as the availability arises; i.e., through development, private grants, signing of shared routes. Policy C2 -2.2; Encourage new development to provide facilities for bicyclists to park and store their bicycles and provide shower and clothes hanging facilities at or close to the bicyclist's work destination. Policy C2 -2.6: Encourage design of new streets with the potential for Class I or Class II bicycle routes that separate the automobile, bicycle, and pedestrian to the maximum extent feasible. Policy C2 -2.8: Evaluate bikeway system links with the Metro Green Line rail stations and improve access wherever feasible. Page 13 October 2015 154 Policy C3 -1.8: Require the provision of adequate pedestrian and bicycle access for new development projects through the development review process. OPEN SPACE AND RECREATION ELEMENT Goal OS1: Provide and maintain high quality open space and recreational facilities that meet the needs of the existing and future residents and employees within the City of El Segundo. Objective OSI -3: Provide recreational programs and facilities for all segments of the community. Policy OS 1-3.4: Encourage commercial recreational uses to locate in El Segundo. CONSERVATION ELEMENT Goal CN2: Assist in the maintenance of a safe and sufficient water supply and distribution system that provides for all the water needs within the community. Policy CN2 -7: Require new construction and development to incorporate the principles and practices of sound landscape design and management, particularly those conserving water and energy. Policy CN2 -11: Encourage, whenever appropriate and feasible, development techniques which minimize surface run -off and allow replenishment of soil moisture. Such techniques may include, but not be limited to, the on -site use and retention of storm water, the use of pervious paving material (such as walk -on- bark, pea gravel, and cobble mulches), the preservation of vegetative covers, and efficiently designed and managed irrigation systems. Goal CN5: Develop programs to protect, enhance, and increase the amount and quality of the urban landscape to maximize aesthetic and environmental benefits. Draft Policy CN5 -8: Increase the quantity of plant material to: • Increase filtration of airborne particulate matter • Increase oxygen production • Provide carbon storage • Reduce the solar heat load on structures and heat gain from paved surfaces • Increase the percolation of water into soil Page 14 October 2015 155 Decrease run -off and evapotranspiration Policy CN5 -10: Develop standards, procedures, and guidelines for sound landscape design and management. Incorporate these standards, procedures, and guidelines, including conservation concepts, into the City's review and approval process for residential and non - residential projects. AIR QUALITY ELEMENT Goal AQ4: Reduce Motorized Transportation Policy AQ4 -1.1: It is the policy of the City of El Segundo that the City actively encourage the development and maintenance of a high quality network of pedestrian and bicycle routes, linked to key locations, in order to promote non - motorized transportation. NOISE ELEMENT Goal NI: Encourage a high quality environment within all parts of the City of El Segundo where the public's health, safety, and welfare are not adversely affected by excessive noise. Objective NI-1: It is the objective of the City of El Segundo to ensure that City residents are not exposed to mobile noise levels in excess of the interior and exterior noise standards or the single event noise standards specified in the El Segundo Municipal Code. Policy N1 -1.4: Consider noise impacts from traffic arterials and railroads, as well as aircraft, when identifying potential new areas for residential land use. Objective N1 -2: It is the objective of the City of El Segundo to ensure that City residents are not exposed to stationary noise levels in excess of El Segundo's Noise Ordinance standards. PUBLIC SAFETY ELEMENT Goal PSI: Protect the public health and safety and minimize the social and economic impacts associated with geologic hazards. HAZARDOUS MATERIALS AND WASTE MANAGEMENT ELEMENT Goal HMI: Protect health and safety of citizens and businesses within El Segundo and neighboring communities. Draft Page 15 October 2015 156 Goal HM3: Ensure compliance with State laws regarding hazardous materials and waste management. Goal HM4: Assist in meeting State, Federal, and County hazardous materials and waste management goals, as these are consistent with City goals. Goal HM5: Assist in meeting State and County goals to reduce hazardous waste generation to the maximum extent possible. Goal HM8: Maintain the economic viability of the City of El Segundo. Policy HM8 -1: Promote continuous updating of business plans by companies in the City. A ENTITLEMENTS The following entitlements are required in conjunction with this Specific Plan (SP No. 11 -01): • General Plan Amendment No. 11 -01 to change the land use designation from Light Industrial, Public Facility and Open Space to El Segundo South Campus Specific Plan with an accompanying Land Use map change. • Zone Text Amendment No. 11 -01 to: 1) add `El Segundo South Campus Specific Plan" to El Segundo Municipal Code (`SSMC ") § 15 -3 -1; and 2) add a new ESMC § 15- 3- 2(A)(8) "El Segundo South Campus Specific Plan." • Zone Change No. 11 -02 to rezone the property from Light Manufacturing, Open Space and Public Facility to El Segundo South Campus Specific Plan. • Development Agreement No. 11 -02 between the City of El Segundo and Raytheon Company. • Vesting Tentative Map # 71551— dividing the Specific Plan Area into 26 individual lots. Findings justifying the General Plan Amendment and Zone Change include: Draft 1. The Specific Plan designation is intended to provide more flexibility for the development of a master - planned Campus that will be constructed in several phases. 2. The primary objective of the Specific Plan is to provide for superior, more comprehensive, site planning of the Campus. 3. Uses permitted within the Campus are consistent with prior zoning and compatible with adjacent uses. Page 16 October 2015 157 E. EXISTING LAND USES The City of El Segundo has distinctive land use patterns, which are divided into four quadrants by the intersection of Sepulveda Boulevard and El Segundo Boulevard. Compatibility of an individual land use is determined mainly by its relationship to other uses within its quadrant. The El Segundo South Campus Specific Plan area is located in the southeastern quadrant of the City of El Segundo, which is east of Sepulveda Boulevard and south of El Segundo Boulevard. The design and implementation of this Specific Plan relate directly to its position within this larger context. The southeast quadrant of the City is primarily designated for light industrial which allows a mixture of industrial and office uses. This quadrant also contains a commercial region which is home to the retail development of Plaza El Segundo, an approximately 388,000 square foot lifestyle retail center. The northeast quadrant of the City lies directly across El Segundo Boulevard and consists primarily of corporate office and urban mixed uses which allow for office and commercial uses. The southwest quadrant of the City lies directly across Sepulveda Boulevard and consists primarily of oil refinery/heavy industrial use. A multimedia zone overlies both the southeast and northeast quadrants of the City. Before the adoption of the El Segundo South Campus Specific Plan (ESSC -SP) the property was designated primarily as Light Industrial in the General Plan Land Use Element with Light Industrial zoning. Adjacent land uses include the following: Draft North: Across El Segundo Boulevard, include mid- and high -rise office buildings with multi -story parking structures and a hotel. LAX is located approximately 1.0 mile north of the Campus. East: The adjacent land uses to the east include the elevated MTA Green Line and a variety of one and two story industrial uses along Coral Circle. The El Segundo Boulevard Green Line station is located at the northeast corner of the Campus. South: A Union Pacific Railroad spur line lies immediately to the south and further to the south, the Plaza El Segundo commercial center. Immediately to the southwest of the Campus is a City of El Segundo Stormwater retention basin and to the west of that are public storage units and a Federal Express distribution facility. West: Land uses to the west include the El Segundo Municipal Golf Course and the West Basin Municipal Water District Water Recycling Facility. The Chevron Refinery is located across Sepulveda Boulevard. Page 17 October 2015 158 This page intentionally left blank. Draft Page 18 October 2015 159 III. LAND USE PLAN The Raytheon campus has been in place since the 1970s and has been modified and expanded several times as the need arose. The existing Campus includes 1,802,513 square feet of mixed development on the site's 142.28 gross acres, 13,624 square feet of which would be demolished as part of the land use program. The project area, excluding the right -of -way of El Segundo Boulevard, is 137.06 acres. A. DEVELOPMENT CONCEPT The Specific Plan establishes the general type, parameters and character of the development in order to develop an integrated Campus that is also compatible with the surrounding area. The Campus' proximity to freeways, major arterials, and the Metro Rail makes the Campus an ideal location for the expansion of uses and is consistent with the City's desire to facilitate economic development in El Segundo. The El Segundo South Campus Specific Plan development concept provides flexibility for Raytheon to either expand its existing operations or develop a mixed -use project that would be compatible with the existing Raytheon Campus facilities and operations. On an overall basis, the maximum development potential within the 142.28 acre campus is based upon a floor area ratio (FAR) of 0.60, resulting in a maximum development intensity of 3,718,889 net square feet. Development of individual parcels may exceed 0.60 FAR as noted in the sections below. In order to allow for maximum flexibility within the Specific Plan area, a Mixed Use concept is utilized, with mechanisms in the Specific Plan's Development Regulation to allow for transfers between land use types and planning areas, subject to the following requirements: Draft The overall FAR of the Campus cannot exceed 0.60 based on the gross acreage of the site, resulting in a maximum development intensity of 3,718,889 net square feet of building area; 2. Land uses conform to allowable uses as outlined in the Permitted Use Table in the Development Standards section of this Specific Plan; and The total number of traffic trips cannot exceed the trip ceiling established for the Project. The trip ceiling for trip generation of new development within the Project area is: a. 631 PM peak hour inbound trips and 2,489 PM peak hour outbound trips, for a total of 3,120 PM peak hour trips as outlined in the trip budget mechanism for the Project (refer to Appendix A). b. 2,634 AM peak hour inbound trips and 408 outbound AM peak hour trips, for a total of 3,042 AM peak hour trips as outlined in the trip budget mechanism for the Project (refer to Appendix A). c. 26,585 daily trips as outlined in the trip budget mechanism for the Project (refer to Appendix A). Page 19 October 2015 .1� Floor Area. For purposes of this Specific Plan, application of a floor area ratio results in net building square footage. Gross floor area is the sum of the net floor area plus an additional twelve percent (12 %) of net floor area. The purpose of evaluating individual buildings proposed within the Specific Plan area net floor area is defined in section VI.B.5.c of this Specific Plan. B. LAND USE PLAN The El Segundo South Campus Specific Plan is based upon the following land uses (refer to Exhibit 5, Land Use Plan): Draft 1. Commercial/Office Mixed Use (CMU) The Commercial /Office Mixed Use (CMU) land use designation is located on parcels fronting onto El Segundo Boulevard, consisting of lots 2, 3, 4, 14, 15, and 16, and totaling approximately 24 acres. The CMU area allows for a wide range of office and commercial uses consistent with the existing and planned Campus. However this area's frontage on El Segundo Boulevard is most appropriate for commercial land uses such as office, retail, restaurants, and fitness centers which require more visibility and the potential to attract users from outside the Raytheon Campus. The specific uses are limited in this land use category as shown in the Specific Plan's development regulations in order to provide an aesthetically pleasing frontage to the Campus along this high visibility corridor. Anticipated floor area ratios along this frontage range from 0.25 -1.81. Table III -1 shows one potential scenario, based upon the conceptual site plan shown in Exhibit 6, Conceptual Site Plan. 2. Office/Industrial Mixed Use (0/1 MU) The Office /Industrial Mixed Use (O /I MU) land use designation is comprised of the balance of the development areas of the site, including the existing Raytheon Campus buildings. This consists of lots 1, 5, 6, 7, 8, 9, 10, 12, 13, 17 and 18 and totals approximately 86.62 acres. This designation includes a full range of commercial, office, warehousing, and light industrial land uses, allowing for new light industrial /R &D, office, and commercial uses consistent with the existing Campus. This range of uses would facilitate an expansion of the existing Campus or the sale of parcels for development by others. Anticipated floor area ratios range from 0.22 -2.2. Table III -1 shows one potential scenario, based upon the conceptual site plan shown in Exhibit 6, Conceptual Site Plan. The existing Raytheon Campus facility is located in the central portion of the Office /Industrial Mixed Use area. This facility may continue to be fenced and gated to secure its perimeter. Page 20 October 2015 161 3. Recreation /Open Space (REC /OS) The Recreation/Open Space category includes the Project's private recreation facility, identified as Lot 11 on Exhibit 6, as well as several small remnant and potential right -of- way parcels along the properties eastern (Lots 20, 22, 23, and 24) and western (Lot 26) edge, as shown on Exhibits 6 and 7). The Specific Plan recreation facility includes 7.54 acres of private outdoor recreational facilities for Raytheon employees. A field house building including showers, lockers and restrooms would be provided as a required facility but is not counted as part of the Project's FAR and square footage cap. The recreation facilities provided on site must include at least three of the following: • Fields for baseball, soccer and /or other team sports • Tennis courts • Basketball courts • Handball courts • Volleyball courts Table III -1, Land Use Summary, shows the anticipated scenario for the Project's land use mix. Table III -1 Land Use Summary Land Use New Development Building Area (Net) (square feet) Building Area (Gross) (square feet) Office 1,565,000 1,752,800 Warehouse /Storage 82,000 91,840 Light Industrial 150,000 168,000 Commercial 133,000 148,960 Subtotal New Development 1,930,000 2,161,600 Existing Campus Uses' 1,788,889 2,069,947 Total Campus Development 3,718,889 4,231,547 Buildings scheduled for demolition are E -20, E -21, E -23, and E -24 (refer to Exhibit 4); already excluded from Existing Campus Uses. Draft Page 21 October 2015 162 Table III -2, Land Use - Project Development Scenario, show a potential implementation of the uses and standards of this Specific Plan based upon the vesting map and the Conceptual Site Plan shown in Exhibit 6, Site Plan. Ultimate land use would be determined at the time of site plan submittal for a specific parcel, subject to the development standards and permitted uses outlined in Section VI, Development Standards, and analysis of compliance with overall FAR and trip budget limitations. Table III -2 Land Use - Project Development Scenario ' Gross building area of new construction is assumed to be 1.12% of net area. Twelve (12) percent of gross area is excluded, accounting for elevators, stairwells, and other non occupied space. 3 FAR calculation yields a net building area. ° Total allowable intensity would be capped at a potential maximum of 3,718,889 net square feet. Draft Page 22 October 2015 163 Acreage Parcel Use Building Area (Net) Building Area (Gross) 2 Assumed FAIR3 Commercial /Office Mixed Use (CMU) 2 Office 4.87 380,040 425,644.80 1.79 3 Office 2.57 191,540 214,524.80 1.71 4 Office 5.20 191,540 214,524.80 0.84 14 Commercial 4.01 50,000 56,000 0.29 15 Commercial 3.99 46,000 51,520 0.26 16 Commercial 3.36 37,000 41,440 0.25 Subtotal 24.00 896,120 1,003,654.4 0.86 Office /industrial Mixed Use (011 MU) 1 Office 10.02 191,540 214,524.8 0.44 5 Existing 7.17 67,465 82,412 0.22 6 Warehouse Light Ind. 4.53 82,000 150,000 91,840 168,000 1.18 7 Office 4.75 163,840 183,500.8 0.79 8 Office 5.81 163,840 183,500.8 0.65 9 Office 1.68 160,840 180,140.8 2.20 10 Parking structure 149 -- -- ®- 12 Existing 7.78 53,934 82,798 0.16 13 Office 2.71 121,820 136,438.4 1.03 17 Existing 22.32 996,871 1,121,048 1.03 18 Existing 18.36 670,619 783,689 0.84 Subtotal 86.62 2,822,769 3,227,892.6 0.75 TOTAL DEV 110.62 3,718,8894 4,231,547 0.77 19 -26 Roads/OS 18.07 -- •- -- 11 Recreation 7.54 -- -- -- EI Segundo Blvd. New Dedication Road and Bike Path 0.83 -- -- -- El Segundo Blvd. Existing Dedication Road 5.22 •» •• TOTAL 142.28 0.60 ' Gross building area of new construction is assumed to be 1.12% of net area. Twelve (12) percent of gross area is excluded, accounting for elevators, stairwells, and other non occupied space. 3 FAR calculation yields a net building area. ° Total allowable intensity would be capped at a potential maximum of 3,718,889 net square feet. Draft Page 22 October 2015 163 Trip Ceiling. A Trip Budget tracking system is a mechanism for managing the forecast vehicular trips generated by the land use mix identified in Tables III -1 and III -2. The Trip Budget is defined in Appendix "A" of this Specific Plan and is outlined in Table III -3 below. The purpose of the system is to ensure that development can be accommodated within the planned roadway capacity of the on -site and off -site roadway systems and to allow maximum flexibility of land uses in keeping with the market and ongoing Raytheon facilities requirements. The basis for the trip budget is the specification of a mix of uses within the Specific Plan area. The budget establishes a baseline capacity of trips. Using assumed traffic generation rates for the uses anticipated within the Project, the number of trips that would be generated at build -out of the plan was estimated. Table III -3 Project Trip Ceiling for trips associated with new development within the ESSCSP area. Total Daily Trips If a different mix of land uses is proposed at the time of Site Plan review, a trip budget table and analysis would be provided as part of the Project submittal to allow for: Draft Confirmation that the proposed mix of uses falls within the maximum trip allowance; and City tracking of the land use mix within the Project. Page 23 October 2015 164 i 3 (mu M i O /Imu \ REC J 25 ,' x I c� (mu � 5 i� 21. 1 \ 6 17 OIIMu 18 14 [MW _ JA .. RECIPS i Mti 0f lmu r r�• r 4, _ Commeraal Office Mixed Use _ Office Industrial Mixed Use RecreawrVOpen Space Draft EXHIBIT 5 LAND USE PLAN Page 24 October 2015 165 3 (mu M i O /Imu \ REC J 25 ,' x I c� (mu � 5 i� 21. 1 \ 6 17 OIIMu 18 14 [MW _ JA .. RECIPS i Mti 0f lmu r r�• r 4, _ Commeraal Office Mixed Use _ Office Industrial Mixed Use RecreawrVOpen Space Draft EXHIBIT 5 LAND USE PLAN Page 24 October 2015 165 Draft EXHIBIT 6 CONCEPTUAL SITE PLAN Page 25 October 2015 166 I� Draft EXHIBIT 7 VESTING TENTATIVE MAP #71551 Page 26 October 2015 167 C. PHASING Development starts and occupancy rates are not mandated by any phasing schedule. Development will be dictated by market demand and phased accordingly. The conceptual phasing schedule identified below is a best estimate for planning purposes only. Table III -4 Phasing D. CIRCULATION PLAN Regionally, the Campus is accessible from the San Diego freeway (405), Century Freeway (105), the Metro Green Line, and the major arterials of El Segundo Boulevard and Sepulveda Boulevard. The Campus is directly accessible from El Segundo Boulevard at the intersections of Continental Boulevard and Nash Street and is accessible off of Sepulveda Boulevard via Hughes Way. There is a third access point located adjacent to the El Segundo Boulevard Metro Green Line station. However, that access is gated. The internal circulation system of the Campus is currently private and access is controlled by fencing, guard stations, and gates. The development of the Specific Plan must provide for an efficient, internal roadway system that will facilitate on -site circulation and parking. Access will be provided for emergency vehicles and development within the Campus will provide infrastructure and facilitate access for various modes of travel including automobiles, transit, bicycles, and pedestrian. Connectivity in this part of the City will also be provided in accordance with the City's General Plan. Pedestrian and handicap access must be provided between buildings, to key elements in the surrounding area, and to the nearby MTA Green Line station. VEHICULAR CIRCULATION El Segundo Boulevard. El Segundo Boulevard is an existing public arterial that abuts the property on its northern edge. An off - street "Class I" bicycle path will be designed and constructed consistent with the requirements of the South Bay Bicycle Master Plan. The bicycle path may diverge from running parallel to El Segundo Boulevard near the overhead green line overhead alignment and enter the El Segundo Green Line Station south of any obstructions created by the supports for the Green Line's elevated track. Draft Page 27 October 2015 m A limited number of additional curb cuts may be allowed along El Segundo Boulevard to provide direct access to the Campus, subject to the approval of the Director of Planning and Building Safety and Director of Public Works as part of site plan review. Hughes Way /Nash Street Extension. With the development of the Specific Plan, Hughes Way will be connected with Nash Street through the south and eastern portions of the Campus (Parcel 19). The street will be dedicated to the City for public right -of -way purposes as a Secondary Arterial with a right -of -way width of 100 feet, including a 22 -foot wide raised landscaped median. Hughes Way extension will include a 6 -foot wide on- street "Class IP' bicycle lane consistent with the South Bay Bicycle Plan. This street must be completed before a certificate of occupancy is issued for any use which would cause the new development trip cap of 89 a.m. peak hour, 225 p.m. hour peak trips or 3775 daily trips to be exceeded. The circulation pattern provides for future connection from the Nash Street extension to Coral Circle (an easement through Parcels 20 and 22) and provides for additional parking for the Coral Circle businesses (Parcels 20 and 22). 20 -year irrevocable offers of dedication to Parcels 20 and 22 must be offered and may be accepted by the City at such time as the City acquires access rights from the affected businesses along Coral Circle and enters into a contract for the construction of the connecting street. Continental Boulevard. The Circulation Plan calls for the extension of Continental Boulevard, along the southwestern boundary lines, to its connection with Hughes Way. This street will initially be private and gate controlled until such time as the first parcel taking access from the road is either sold or leased for use by non - Raytheon parties. At that time a portion of the road (Parcel 21 or Parcel 25 or both) will be opened to public access either through dedication to the City or recordation of a public access easement. Continental Boulevard is designed as a Collector Street with a right -of -way width of 80 feet, and a 14 -foot raised median. At the point where the future Continental Boulevard turns from an east -west direction to a north- south direction, a parcel has been created (Parcel 26) which will allow access to the adjacent golf course. Raytheon will provide a 20 -year irrevocable offer of dedication for this parcel. This dedication may be accepted by the City at such time the City permits circulation through the adjacent golf course and Continental Boulevard is made accessible to the public. Until such time as a street is accepted by the City, the street may be fenced, guarded or gated. However, perimeter security will be relocated so as to provide unfettered access to all public streets. NON - VEHICULAR CIRCULATION Three non - vehicular circulation components are included within the Campus: Draft A 6 -foot wide Class I bicycle path (4 -foot one way path with 2 -foot shoulder) is required to be installed in a dedicated public easement adjacent to El Segundo Boulevard (consistent with the South Bay Bicycle Plan). This path is illustrated in the Landscape portion of the Specific Plan Design Guidelines. Page 28 October 2015 .! A 6 -foot wide Class II, on- street bicycle lane is included within the right -of -way of the Hughes/Nash Street extension on each side of the street. A pedestrian access easement across one or a combination of parcels 13, 14 and /or parcel 24 of Vesting Map 71551 is required to allow direct pedestrian access to the Green Line Station. Improved bicycle parking facilities will be located at either the Metro Green -line station or on- site, on land reserved for secured bicycle parking in close proximity to the Green -line station. This facility, at a minimum, will include fully enclosed, secured parking for bicycles. The station could also include other amenities for cyclists, such as: staffing, repair facilities, sales of bicycle related materials, changing and or shower facilities, bicycle rental and /or bicycle sharing facilities. E. GRADING CONCEPT Site grading will require cut and fill to create building pads. The grading is expected to be balanced on -site. Final grading plans will be approved by the City Engineer before the City issues a grading permit. Draft Page 29 October 2015 170 Ro Draft EXISTING EL 5E,GUUQO BLVD, AND PROPOSEQ DEDI CATION `COLE. Drs 6 BIKE PATH 31KE PATH CLASS I FVTUtE '<ETAIWNG *ALL 9 5W'Ali AS N6ECEC R/* R/W 100' BO PROP PROP. 10' CUB 40' 40' CURB t0- 5' 1 5' 6' 1 12' 11' tt' 11' 11' I 12' 1 6' 2xSMAx; t,Et' AC PLAIT - -_ �(UAX) X' gt, e.nciJ C a PROP CONC CURB k GUTTER PROP RAISED MEDIAN PROP. CONC SIDEWALK CONIC SIOEwSIDEWALK PROP CONC CURB k CUTTER • — BIKE LANE TYPICAL SECTION:_ SECONDARY ARTERIAL STREET SCALE NTS R /w R /W BO' 1— 60 "1 NC PROP, C PROP, 10' C B 30• 30' CURB 10' 5' 11' 1 12' 7' 1 7' 12' 1 11' S' 5' A kA Ax) EW AC P)AiT 1 F- 2S (VAX) PROP. CONC. CURB k GUTTER PROP. RAISED MEDIAN � PI CONC SIDEWALK CONC SIOEWALx PROP CONC CURB & GUTTER r 1!► i � i li F Page 30 October 2015 171 IV. EXISTING UTILITIES AND INFRASTRUCTURE The following is a summary of existing and proposed public infrastructure for development of the site. Some private infrastructure may be converted to public infrastructure where appropriate and if the City of El Segundo approves. All infrastructure will be constructed in accordance with the standards of the governing agency. A. WATER SERVICE EXISTING CONDITION Water utility service is provided by the City of El Segundo and is currently available within the Campus. Water is purchased through West Basin Municipal Water District which is a member of The Metropolitan Water District of Southern California. The current points of connection to the public water system are near the midpoint of the northern and midpoint of the eastern property line. Connection is made with 12 -inch service laterals to an existing 27 -inch diameter City of El Segundo water main line. Water for fire suppression is provided by on -site building sprinklers and fire hydrant(s) and from off -site fire hydrants located on El Segundo Boulevard. PROPOSED CONDITION The existing and future water service must be provided through a future public line or a private line with private easement serving each lot. Location of lines in public streets is the preferred condition; where a public main line serving multiple lots is not within a public street, an easement must be granted to the City for access and maintenance. Points of connection will be based on the City of El Segundo's approval and may include connections to existing 27 -inch water main line in El Segundo Boulevard, an existing 10 -inch public water service in Hughes Way, or an existing 27- inch public water service which lies within an existing City easement along the east side of the site. Future water service points of connection will need to be provided to existing Raytheon buildings to remaining and future buildings. A Conceptual Water Utility Plan has been developed for the Specific Plan Area (refer to Exhibit 8, Water Plan). Fire flows for future construction will be based on County of Los Angeles Fire Department Land Development Unit standards, requiring up to 5,000 gallons per minute (gpm) at 20 psi residual pressure for up to a five -hour duration. Final fire flows will be based on specific building design details. Draft Page 31 October 2015 172 rs �9� �,y =A„s ��S`F� tJDiEiE]•�I� `= = = '=- - �� -�- -r ... .:..`— a. -- -- ¢ 1 V ifa J LI t o s \ FH' 1 r EX ''A'ATEk D LI t ,E PROPOSED WAS LINE`, FM EX EX ,� ' TE I PATER � F �1ME I � � I RAYTHEON SITE PROPOSED 1 • hi EX 'NATER WATER LINE LIVE F'H = PROPOSED -a l WATER LINE PLAN =� E :. !4V4 TE^i 1 SCALE: 1" = 400' v ;3 - ITT � LEGEND ` - -- ow PROPOSED DOMESTIC WATER yr EXISTING DOMESTIC WATER � r r I .................. UTILITY TO BE REMOVED r l�FH FIRE HYDRANT y� y EXHIBIT 8 CONCEPTUAL WATER PLAN Source: Psomas Draft Page 32 October 2015 173 B. RECLAIMED WATER EXISTING CONDITION Reclaimed water utility service is provided by the West Basin Municipal Water District from a treatment plant just west of the Campus and is already being used for landscaping the Campus. A current point of connection to the reclaimed water system for irrigation of landscaping along El Segundo Boulevard is along El Segundo Boulevard at Continental Boulevard. Connection is made with a 6 -inch service lateral to an existing 42 -inch diameter West Basin reclaimed water main line. A sewer study was prepared by Psomas for the Specific Plan, dated September 2012. Please refer to the full study for technical details on potential reclaimed water usage. PROPOSED CONDITION The existing and future reclaimed water service must be provided through a future public main line or a private line with private easement serving each lot. Location of lines in public streets is the preferred condition; where a public main line serving multiple lots is not within a public street, an easement will be granted to the City for access and maintenance. Points of connection will be based on West Basin Municipal Water District's and the City of El Segundo's input and may include connections to an existing 8 -inch reclaimed water service in Hughes Way and /or to an existing 42 -inch reclaimed water line in El Segundo Boulevard. New service points of connection will need to be provided to the new parcels within the Campus. A Conceptual Reclaimed Water Utility Plan has been developed for the Specific Plan area (refer to Exhibit 9, Reclaimed Water Plan). C. SEWER SERVICE EXISTING CONDITION Sewer utility service is provided by the City of El Segundo and County Sanitation District of Los Angeles County and is currently available within the Campus. The Raytheon Campus presently includes an 18 -inch sewer line which connects to an existing 21 -inch trunk sewer near the southeast corner of the site. This trunk sewer continues northeasterly to Douglas Street, turns southerly along Douglas Street to Alaska Avenue, runs easterly in Alaska Avenue to Hawaii Street and runs southeasterly in Hawaii Street to Aviation Boulevard where it increases to a 24 -inch trunk, runs southerly for a short distance and then connects to the Los Angeles County Sanitation District trunk in Aviation. From research of existing sewer plans, there are no connections to this trunk sewer through this entire alignment as smaller, parallel lines collect all the sewage from the parcels along this alignment. An existing 10 -inch and 15 -inch sewer line is also present in El Segundo Boulevard generally east of Nash Street. Draft Page 33 October 2015 174 - �� - �.rr7Wa•a r. - T-Rw o� o \ w ti LU I � PROPOSED\ RECLAIMED --f WATER LINE PLAN I SCALE: 1" = 40 1"" WATER LINEWATER LINE" IW WATER WATER LINE EX. RECLAIMED MATER LINE EX RECLAIMED j 4UATER LINE RAYTHEON SITE EX RECLAIMED WATER LINE f ✓. V. ! V LEGEND sw PROPOSED RECLAIMED WATER — — --R w- — — EXISTING RECLAIMED WATER UTILITY TO BE REMOVED FIRE HYDRANT i-lruji 1 � f Q i CX. nCLAIME[: WATE -2 LINE ,WATER LINE � FX E L = .I','E I WATE!'R LINE r° EXHIBIT 9 CONCEPTUAL RECLAIMED WATER PLAN Source: Psomas Page 34 October 2015 175 RAYTHEON SITE EX RECLAIMED WATER LINE f ✓. V. ! V LEGEND sw PROPOSED RECLAIMED WATER — — --R w- — — EXISTING RECLAIMED WATER UTILITY TO BE REMOVED FIRE HYDRANT i-lruji 1 � f Q i CX. nCLAIME[: WATE -2 LINE ,WATER LINE � FX E L = .I','E I WATE!'R LINE r° EXHIBIT 9 CONCEPTUAL RECLAIMED WATER PLAN Source: Psomas Page 34 October 2015 175 EXHIBIT 9 CONCEPTUAL RECLAIMED WATER PLAN Source: Psomas Page 34 October 2015 175 PROPOSED CONDITION The existing and future sewer service must be provided through a future public sewer line or a private line with private easement serving each lot. Location of lines in public streets is the preferred condition; where a public main line serving multiple lots is not within a public street, an easement must be granted to the City for access and maintenance. Points of connection will be based on the City's approval and may include connections to an existing 21 -inch sewer located at the southeast corner of the site and /or the existing sewer in El Segundo Boulevard. To serve the new Project, approximately 8,000 linear feet of new public sewer is anticipated to be constructed within the Project boundary. A conceptual sewer plan has been developed for the Specific Plan area (refer to Exhibit 10, Sewer Plan). D. DRAINAGE EXISTING CONDITION A drainage study was prepared by Psomas for the Specific Plan, dated September 2012. Please refer to the full study for technical details. The area drains in a northwest to southeast direction. Current points of connection to the City's public drainage system exist at multiple locations along the eastern and southern Raytheon property lines. The City's public drainage system consists of variable diameter (96 to 108 inches) reinforced concrete pipe (RCP) storm drain. The public main lines discharge into an existing City of El Segundo retention and infiltration basin just south of the Raytheon site. Existing storm water quality currently goes untreated on -site. However, downstream of the Project site runoff drains to the City of El Segundo retention and infiltration basin where it is captured and infiltrated. Federal Emergency Management Agency (FEMA) map #06037C1770F shows this Project site is located within Zone X, which is described to be an area determined to be outside of the 0.2% annual chance floodplain. There are no Special Flood Hazards on -site. PROPOSED CONDITION Relatively minor off -site flows from El Segundo Boulevard and the property to the south will continue unobstructed to combine with on -site flows. The Project area will continue to drain in its existing northwest to southeast direction. Reconfiguration of site roadways and the replacement of existing buildings and surface parking lots with new buildings and parking lots /structures will result in changes to drainage patterns and amounts of impervious surfaces. However, proposed drainage sub -areas will closely match existing sub -areas in area, and potential increases in surface runoff will be mitigated by Project design features. The average imperviousness of the site is expected to decrease from 79.5% to 70.0 %. Draft Page 35 October 2015 176 PR C1-� AMP F-Q r� V a PROPOSED / SEWER LINE w va ROPOS T ' X rt - SEWER LINE v JOIN EX, SEWER LINE 5 t!} RAYTHEON SITE if ✓.• jj - EX. SEWER LINE I � EX. PLAN SEEWWEERSUNE S LINE { - JOIN EX, SCALE: 1" = 400' SEYiER LINE - _ F ,� —EX _.f`Ai_. LINE I. LEGEND - — _— OSED ss PROPOSED SEWER / _�l 7,7 NE y j° ss EXISTING SEWER UTILITY TO BE REMOVED yyP *. �1 .1� r- -•.a,� .• FLOW ARROW Draft EXHIBIT 10 CONCEPTUAL SEWER PLAN Source: Psomas Page 36 October 2015 177 As each phase of the proposed Project is implemented, flows into the existing public storm drain system will not increase. If the proposed Project results in a change in drainage pattern, an increase in impervious area, or higher rates of flow, storm water detention will be part of the design to avoid negative downstream impacts. Sub - drainage areas will continue to flow to the City of El Segundo storm drain along the eastern and southern edge of the Project boundary. The total proposed tributary area to be studied is less than 1% larger than the existing tributary area since portions of the Project area that formerly drained off -site will be redirected and managed on -site. There will be no net increase in discharge of storm water from the site. The total proposed tributary area is approximately 134.4 acres. New storm drains will be required to serve the site redesign. To serve the proposed Project, approximately 7,000 linear feet of new on -site storm drain lines are expected be constructed within the Project boundary. The maximum pipe diameter is not expected to exceed 54 inches. On -site detention is not expected to be required (refer to Exhibit 11, Drainage Plan). Storm Water Quality Existing storm water quality currently goes untreated on -site. The project site discharges into an existing City of El Segundo retention and infiltration basin just south of the Raytheon site. No runoff leaves the City of El Segundo retention and infiltration basin. However, the project site lies within the Dominguez Channel watershed. The Dominguez Channel ultimately empties into the consolidated slip of the Los Angeles Harbor. To the maximum extent practical, storm water quality treatment will be provided with infiltration. The treatment methods are expected to include infiltration wells, infiltration basins, high - efficiency planter boxes, and surface planting areas. Drainage must comply with all applicable laws and regulations, including without limitation, the City's National Pollution Discharge Elimination System (NPDES) Permit. E. GAS EXISTING CONDITION Natural gas service is provided by Southern California Gas Company and is currently available within the Campus. PROPOSED CONDITION The existing and future natural gas service must be provided through a future public main line or a private line with private easement serving each lot. Draft Page 37 October 2015 178 Note: Storm Drain may be private or public. If public there will be an easement to the City. Draft EXHIBIT 11 CONCEPTUAL DRAINAGE PLAN Source: Psomas Page 38 October 2015 179 Location of lines in public streets is the preferred condition; where a public main line serving multiple lots is not within a public street, an easement will be granted for access and maintenance. Points of connection will be based on Southern California Gas Company's approval and may include connections to existing 12 -inch and 20 -inch high pressure gas lines within El Segundo Boulevard and /or an existing 4 -inch service line along the easterly property line. A conceptual plan has been developed for the Specific Plan area (refer to Exhibitl2, Electric, Gas and Telecommunication). F. ELECTRIC EXISTING CONDITION Electric power is provided by Southern California Edison to the Campus through underground utilities. PROPOSED CONDITION Location of lines in public streets is the preferred condition; where a public main line serving multiple lots is not within a public street right -of -way, an easement will be granted for access and maintenance. Points of connection will be based on Edison's approval. A future substation location, reserved by an easement adequate in size for the placement of a SCE substation, is identified on Parcel 5 (refer to Vesting Tentative Map No.71551). A conceptual plan has been developed for the Specific Plan area (refer to Exhibit 12, Electric, Gas and Telecommunication). G. TELECOMMUNICATIONS UTILITIES EXISTING CONDITION Cable and telecommunication service is provided by a variety of companies and is currently available within the Campus. These companies include AT &T, Level 3, MCI (Verizon), Quest, Time Warner, and XO Communications. PROPOSED CONDITION Location of lines in public streets or their rights -of -way is the preferred condition; where a public line serving multiple lots is not within a public street or its right -of -way, an easement will be granted for access and maintenance. Points of connection will be based on the requirements of local providers. A conceptual plan has been developed for the Specific Plan area (refer to Exhibit 12, Electric, Gas and Telecommunication). Draft Page 39 October 2015 fflff Fx. OIL LINE EL SEGUNDO BLVD R. /f,M 10 ti X ` L L E flpry{ p l ItC k*rN� Ex. COM1 LINE i c� Fx. OIL LINE UU CL LU PROPOSED G PROP D ELEC PR O'SE COMM 1 PROP E EXI COMM LIVE GAS INE w G -. FX. OVERI -EAD SCE LINE f _ Fx. GAS LINE I RAYTHEON SITE FX GAS LINE -. Y Fx. CAS UNE ROPOSED C M LINE �I y R OSED ACT CJNFi✓ FX. SCE -,. f. t 1: J - EX. COMM LINE SUBSTATION ';PRO O GAS LINE E A l I PLAN l Fx. I SCALE: t" 400' LINE L FX OIL LII,L LEGEND TELECOMMUNICATION E LIGHTING OR POWER t G GAS SERVICE I UTILITY TO BE REMOVED � P '' � � � —� _ J FX, GAS LF-F !ATV EXISTING CAN �`� f J� FX. OVERHEAD l--CIL EXISTING OIL "Y SCE LINE EXHIBIT 12 ELECTRIC, GAS AND TELECOMMUNICATION CONCEPTUAL PLAN Source: Psomas Draft Page 40 October 2015 181 H. SOLID WASTE DISPOSAL EXISTING CONDITION Solid waste disposal is provided to commercial and industrial users by a variety of private haulers. FUTURE CONDITION Development within the Campus would contract with a provider. Landfill capacity is adequate for assumed population and commercial growth within Los Angeles County. Solid waste facilities within the Specific Plan area will comply with all ESMC requirements pertaining to building, fire, zoning codes (e.g., adequate trash enclosures and screening). I. FIRE PROTECTION EXISTING CONDITION The Campus is less than one mile from Fire Station 2, located at Mariposa Avenue and Douglas Street. The provision of water for fire suppression is provided by on -site building sprinklers and fire hydrants and from off -site fire hydrants located on El Segundo Boulevard. FUTURE CONDITION Future development will include new public fire hydrants within the future public street connecting Hughes Way and Nash Street. Buildings will be sprinklered as required by the ESMC. Development will be required to pay fire impact fees to off -set the additional demand for municipal fire protection services as a result of the new development. J. POLICE SERVICES EXISTING CONDITION Police services are provided by the El Segundo Police Department which is located at 348 Main Street. FUTURE CONDITION Development will be required to pay police impact fees to off -set the additional demand for municipal police services as a result of the new development. Draft Page 41 October 2015 fflyj This page intentionally left blank. Draft Page 42 October 2015 183 V. DESIGN GUIDELINES These design guidelines are intended as "guidelines" instead of "development regulations," Consequently, strict compliance is not required. To promote the quality of design planned for this Project, the design guidelines given in this document establish criteria that enhance the coordination, organization, function and identity of the site, while maintaining a compatible relationship with the surrounding development of the El Segundo South Campus. A. DESIGN OBJECTIVES AND INTENT Design Guidelines for the South Campus Specific Plan will promote and reinforce the City's commitment to high quality development. The objectives of these guidelines are to: Draft • Provide for high - quality, large scale commercial /industrial development within a cohesive campus setting. • Promote orderly and predictable development. • Encourage individual creativity and innovative solutions by allowing flexibility in how a particular guideline is met as long as the intent of the guideline is achieved. • Ensure functional pedestrian, bicycle and motor vehicle circulation within the Project and convenient pedestrian and bicycle linkages to and from adjacent residential, commercial, industrial, and school areas. 1. Site Planning a. The arrangement of new buildings, parking and circulation areas should recognize the particular characteristics of the site and should create an identity as a cohesive campus. b. Site development should utilize variations on building orientation and landscaping adjacent to the public streets so that a monolithic "wall" of building faces is not created. C. The design and location of accessory buildings (e.g., security kiosks, maintenance buildings, trash and recycling enclosures, and outdoor mechanical equipment enclosures) should be incorporated into and be compatible with the overall design of the Project and the main buildings on the site. Page 43 October 2015 :l Draft d. Appropriate linkages between internal Project components and buildings, as well as between the Project and the surrounding development should be incorporated ,"! t including pedestrian walkways, and plaza M areas. j ram Buildings should be arranged to create opportunities for open space amenities (e.g., plazas, courtyards, outdoor eating areas, public art, etc.). 2. Access and Parking a. The use of common (shared) access points and driveways is encouraged; placement of vehicle access points close to building entries should be avoided to minimize pedestrian and vehicular conflicts. b. Entry driveway areas should be clearly marked by special features, (e.g., enhanced paving, prominent landscape features, low- height decorative walls, and well- designed monument -type signs). C. Access to each building should be clearly visible to pedestrians and motorists through the use of signage, color, and /or design elements. d. Parking lots adjacent to and visible from public streets should be appropriately screened to minimize undesirable visual impacts. e. Parking lots should not be a dominant visual element on the site from El Segundo Boulevard or the Nash Street extension. f. Surface parking areas should be enhanced and visually broken up through the use of appropriate trees and landscape improvements. g. Surface parking areas should be divided into smaller multiple lots and provided with canopy trees spaced appropriately throughout the parking area to reduce the effects of heat gain. h. Parking lot design is encouraged to include water quality storm water facilities consistent with City standards and a Water Quality Management Plan prepared for each phase. Page 44 October 2015 185 Draft 3. Architecture /Orientation/Massing a. The massing, scale and architectural style should consider compatibility with the surrounding character and existing buildings to reflect a cohesive campus character. b. The orientation of the newly constructed buildings should facilitate and encourage pedestrian activity and convey a visual link to the Project's internal road system. C. The mass and scale of new buildings should be compatible with the existing and adjacent structures and with each other. This can be accomplished by transitioning from the height of adjacent buildings to the tallest elements of the new building, stepping back the upper portions of taller buildings, and incorporating human scale elements, such as pedestrian scaled doors, windows, and building materials on the ground floor. d. Buildings should be divided into distinct massing elements and should be articulated with architectural elements and details. Changes in height, horizontal plane, materials, patterns and colors should be used to reduce building scale and mass. c. Primary building entries should be easily identified through the use of prominent architectural elements, signage, landscaping, decorative hardscape, lighting, canopies, roof form, architectural projections, columns, vertical and /or horizontal elements, and other design features that help emphasize a building's entry. f. Building elevations, whether front, side, or rear, that are visible from public rights -of -way should be architecturally detailed to incorporate quality materials and architectural features that reflect the theme of surrounding structures and facades. Buildings facing El Segundo Boulevard should include enhanced and articulated facades. Building entrances should be readily identifiable. The use of recesses, projections, columns, and other design elements to articulate entrances is encouraged. g. Facades should be `divided' by vertical and horizontal variations in wall planes, building projections, door and window bays, and similar elements. Building articulation should be present on the side and rear walls of the building. Page 45 October 2015 i% Draft h. Roofs should be designed as an integral component of building form, mass, and facade. Building form should be enhanced by varying and offset roof planes, eave heights, and rooflines. i. Green roofs and rooftop gardens are allowed to add landscaping, decrease the heat island effect of large expanses of flat roofs, retain and filter storm water run -off, and to reduce energy demand for heating and cooling buildings. Green roofs are encouraged, but not required. The exterior surfaces of buildings for the ground floor must be protected with anti - graffiti coating where appropriate. 4. Color and Materials a. Colors and materials should be consistent and complementary throughout the Project area. b. Exterior materials and architectural details should complement each other and should be stylistically consistent. C. Building materials must be durable and resistant to damage, defacing, and general wear and tear. Acceptable building materials may include concrete, stone masonry, metal, stucco, glass and /or other contemporary composites. d. Building materials that support sustainability through the use of environmentally sound building materials and local resources (e.g., locally available, contain high recycled- content, are reused, come from renewable sources, and that contain low volatile organic compound (VOC) levels) is highly encouraged. 5. Screening and Mechanical Equipment a. All screening devices must be compatible with the architecture, materials and colors of the building. b. Loading docks, bays and parking spaces, delivery service areas, outdoor storage areas, stand -alone mechanical equipment facilities, should be located and designed to minimize their visibility, circulation conflicts and adverse noise impacts. These facilities must be oriented so that they do not face any public or private rights -of -way. Sound attenuation walls must be used where appropriate to reduce noise where required by code or the Project's environmental analysis. Page 46 October 2015 187 Draft C. Utility and mechanical equipment must be screened from view of public streets and nearby buildings on all sides with landscaping and /or architectural elements. d. Rooftop mounted equipment visible from the surrounding area, adjacent buildings, and any public or private rights -of -way must be screened from public view and equipment should be painted to match the roof color when equipment is visible. e. Trash and recycling receptacles areas must be completely screened from public view from public and private rights -of- way with a combination of solid walls, wood, and landscaping. f. Ground mounted enclosures must be protected with anti - graffiti coating. 6. Parking Structures Trash enclosures with architectural screening elements a. Parking garages should be designed to help reduce the mass and scale of the garage and to ensure their compatibility with surrounding uses. b. Parking garages should be designed to conceal the view of vehicles in the garage through a combination of screen walls and plantings while providing adequate visibility for security purposes. C . The exterior elevations of parking structures should be designed to avoid a monotonous, monolithic appearance. This can be accomplished through a menu of options as follows: Minimize horizontal and vertical banding by balancing both horizontal and vertical elements. • Design `green screens' to provide visual relief, • Use simple, clean geometric forms, and coordinated massing. • Size openings in the parking garage to resemble large windows as in an office building. • Use masonry materials that are predominantly light in color, but avoid unpainted concrete. Use of accent materials is encouraged. Avoid a sloping ramp appearance by providing level and uniform spandrels. Page 47 October 2015 .. Draft • Visually define and differentiate between pedestrian and vehicular entrances through appropriate architectural detailing. d. Stairs and elevators should be located adjacent to a street on the exterior of the structure where lobbies can be exposed to outside view. Safe pedestrian street crossings should be taken into consideration. e. The use of security cameras is encouraged and may be required by the Police Department as part of site plan approval. f. Lighting levels should be equally distributed to provide uniform illumination over all parking areas. Photometric analysis will be required as part of site plan/architectural review. g. Light sources should be shielded so that the source of the illumination is not seen from outside the structure. h. The ground floor level of any parking structure must be protected with anti - graffiti coating. 7. Landscaping A Landscape Master Plan for the Campus must be provided to the City at or before first site plan review submittal to provide for a unified concept for the Campus. Streetscape concepts are provided for the three hierarchies of streets within the project, including the El Segundo Boulevard frontage, Hughes/Nash Street Extension, and Continental (see Exhibits 13 -15, Streetscape Concepts). The Master Landscape Concept Plan must be consistent with these concepts and their associated plant palettes. General a. Entries into the project should include a consistent entry feature for the Campus as a whole. Entries should be provided in the following locations: • Hughes Way at El Segundo Boulevard • Hughes Way/Nash Street at the southern Campus boundary b. Consistent tree species must be planted at Project entries, consistent with Exhibit 16, Corner Entry Concept. Page 48 October 2015 WIRE EL SEGUNDO BOULEVARD R.O.V/ EXISTING LANDSCAPING CRAPE MYRTLE TREE 0 25' O.C. WHEELER'S DWARF TOBIRA R.0 W. — yrt __ll_._ A -mw IAlS IkDV 1171!1 JIE: �, 1, r "e1' Pp Gil ;5 17 Ill j (SLR rJ ;:! PARKWAY TREE LAGERSTROFMW INDICA CRAPE MYRTLE SHRUBS IIITOSPORUM IOBIRA WHEELER'S DW0' WHEELER'S DWARF TOBIRA DESCRIPTION CRAPL MYRTLE EL SEGUNDO BOULEVARD WILL HAVE A NEW CM I DIKE TRAIL ALONG THE STREET FRONTAGE. DUE TO THE EXISTING POWER LINES. THE PARKWAY WILL BE PLANTED WITH CRAPE MYRTLES BECAUSE OF R'S SMALL SCALE AND FLOWERING CHARACIMT)CS , WHEELER'S DWARF IOBIRA WILL BE USED IN THE PARKWAY, SO THAI ° If CAN BE EASILY MAINTAINED AWAY FROM THE (TIKE PATH CLEAR WHEEIER'S DWARF TOBIRA ZONE. Draft EXHIBIT 13 EL SEGUNDO BOULEVARD STREETSCAPE CONCEPT Page 49 October 2015 •E Draft i 1 .11 � :2f lea ° ' 1 *• R.O.W. 3' TALL TEXAS PRIVET HEDGE FLANCEA TREE JASMINE ux WIDE DECORATIVE MAINTENANCE WAIN( TAR JASMINE — CANYON PRINCE WILD RYE rLONDON PLANE TREE 0 30' O.C. MEDIM TREE PLATANUS ACERIFOLIA LONDON PLANE TREE PARKWAY TREE RHUS LANCEA AFRICAN SUMAC SHRUBS LEYMUS CONDENSATUS 'CANYON PRINCE' CANYON PRINCE WILD RYE LIGUSTRUM JAPONICUM 'TEXANUM' TEXAS PRIVET GROUNDCOO TRACHELOSPERMUM JASMINOIDES STAR JASMINE DESCRIPMN THE SECONDARY ARTERIAL STREET (NASH /HUGHES) WILL BE PLANTED WITH LONDON PLANE TREES IN THE MEDIANS TO MATCH THE EXISTING LONDON PLANE TREES FOUND ON SOUTH HUGHES WAY. THIS WEL CREATE A CONTINUOUS AND CONSISTENT LANDSCAPE CHARACTER FOR THE STREET CORRIDOR. THE PARKWAYS WILL BE PLANTED WITH RHUS LANCEA TREES TO PROVIDE SHADE FOR THE STREETSCAPE. A HEDGE OF TEXAS PRIVET SHRUBS WILL BE USED IN THE PARKWAYS TO PROVIDE SCREENING OF THE ADJACENT USES AND CANYON PRINCE WILD RYE WILL BE USED IN THE MEDIANS UNDER THE LONDON PLANE TREES. Ipp{1 ]:JID?I 71.5 I.W 1✓� � u?F R.O.W. I N EXHIBIT 14 HUGHES/NASH EXTENSION STREETSCAPE CONCEPT Page 50 October 2015 191 Draft COLLECTOR STREET co�ITINEPLIAd. ��Fv� R.O.W. 3• JAPANESE BOXWOOD HEDGE AUST[� ALWVV WILLOW TREE -- LITTLE JOHN BOTTLEBRUSH —;7w AR v i it le Nm' SY we 09 =Z17- 'NI4Y1 bi PARKWAY AND MEDM TREES GEIJERA PARVIFLORA AUSTRALIAN WILLOW SHRUBS BUXUS MICROPHYLIA JAPONICA JAPANESE BOXWOOD CALLISTEMON 'LITTLE JOHN' LITTLE JOHN BOTTLEBRUSH WESTRINGIA FRUTICOSA 'MORNING LIGHT' COAST ROSEMARY 1% 1A THE COLLECTOR STREET WILL BE PLANTED WITH AUSTRALIAN WILLOW TREES IN BOTH THE PARKWAYS AND MEDIANS TO PROVIDE SHADE AND INTERESTING TD(TURE TO THE STREETSCAPE. A HEDGE OF JAPANESE BOXWOOD SHRUBS WILL BE USED IN THE PARKWAYS TO PROVIDE SCREENING OF THE ADJACENT USES. LITTLE JOHN BOTTLEBRUSH WILL BE USED IN THE PARKWAYS AND MEDIANS TO PROVIDE ITOWERNG COLOR TO THE STREETSCAPE AND COAST ROSEMARY WILL BE USED IN THE MEDIANS TO PROVIDE SHRUBS OF VARYING HEIGHTS. R.O.W. WIDE DECORATIVE MAINTENANCE WALK AUSTRALM WILLOW TREE ROSEMARY E JOHN BOTTLEBRUSH 4. - -4-" I45.4�' LYE m ti Amwr on, wl —� r 4 EXHIBIT 15 CONTINENTAL STREETSCAPE CONCEPT Page 51 October 2015 192 Draft CORNER ENTRY TREATMENT fN1FCi �i�t{ TREE P., L,M : SHRUBS lJl� ':LOA,N 1EIM I'�41 GROUNDCOVER kxr;',fnF�P.N,,NI yAiUlkyiC$ :: dN V'N; DESCRIPTION I tkl' P',.W.I 'HE CCAP. (NIV MEA MA B: rVIlgU Y A '�.V Wfljl S' AE VEASLIF60 FKV N- FRSUO'N Cf _VENgNG THE RDA, LN6 THE UPM-PS AIL FLd1UK DATE PALV5 IC CRIA-1 A Ktu' C Yy.IdI Y BTRN STA7. 0ii A ':ftAS PP'B'1 HFD,F N(WI.L- RCAIRS fC ik ENIK' WiA- EXHIBIT 16 CORNER ENTRY CONCEPT Page 52 October 2015 193 Draft C. All areas not covered by buildings, walkways, driveways, parking spaces, and service areas must be landscaped (with drought tolerant plantings and sustainable hardscapes in accordance with the City's water conservation requirements). d. Landscaping should enhance the quality of the Project by framing and softening the appearance of buildings, defining site functions, screening undesirable views and buffering incompatible uses. e. Landscaping at the perimeter of buildings is encouraged to soften the transition between building and parking lot. Parking lot landscaping must be distributed evenly to provide for consistent design and shading. f. Landscaped areas should generally incorporate a combination of planting materials utilizing a three tiered system consisting of: 1) trees, 2) shrubs or vines, 3) groundcover /ornamental grasses. Landscaping should be in scale with the adjacent buildings and be of appropriate size at maturity. g. Placement of landscaping should not interfere with the lighting of the Project area or restrict access to utilities. h. Landscaping should be utilized to define edges, buffer adjacent properties, screen parking areas and storage areas. i. Street trees should be spaced appropriately (in adequately sized and landscaped parkway strips or in tree -wells within wider sidewalks or plazas) to emphasize and reinforce the spatial definition between the building, pedestrian environment and the street. j. In order to reduce the heat - island effect, space parking lot trees to achieve shading at ratios required by the development regulations of this Specific Plan. Trees must adequately shade parking lots and provide sufficient area for water quality requirements. k. Textured paving materials should be used in pedestrian areas such as pedestrian courtyards and plaza areas for safety and to provide visual interest. Page 53 October 2015 194 Draft 1. Paving materials should include pervious hardscape materials to facilitate water treatment and reduce runoff. m. Bio- retention areas can be used to detain/percolate run -off in planted swales, raised open- bottomed planters, etc. On -site storm water capture system n. Site furnishings including, but not limited to, fixed and moveable seating, trash and recycling receptacles, bike racks, and pedestrian scaled lighting should be of durable and sustainable materials. o. Design and selection of site furniture should include considerations for the security, safety, comfort and convenience of the user. P. A unified site furniture "look" is encouraged. The color and appearance of site furniture products should be selected to complement other design elements. 8. Walls and Fences a. Wall and fence design should complement the Project's architecture. Landscaping may be used to soften the appearance of the wall surface. 1111 Wall and fencing materials must be made of a durable material. Wall and fencing materials may consist of wrought iron, tubular steel, stone, stucco, or brick. Solid walls should incorporate pilasters with decorative caps and offsets, consistent with the overall architecture. C. Landscaping should be used to soften the appearance of the wall surfaces and deter graffiti. d. Security fencing must be of high quality design. Razor wire is not permitted. Chain link fencing is not permitted in any areas that are visible from any public or private rights -of -way. e. Walls and fences must be protected with anti - graffiti coating. Page 54 October 2015 195 Draft 9. Lighting Design a. The type and location of parking area and building lighting must prevent direct glare on to adjacent properties. b. Pedestrian scale lighting should be present at all entries, plazas, courtyards, parking lots, pedestrian ways, and other areas where nighttime pedestrian activity is expected. C. Lighting design of fixtures and their structural support should be architecturally compatible with the architecture of the Project. d. When appropriate, wall- mounted lighting may be incorporated. Wall - mounted lights should be compatible with the building's architectural style. 10. Signage a. A Master Sign Program must be prepared for the South Campus Specific Plan at or before the first site plan review submittal. Unless specifically modified by this Specific Plan, all signage must comply with ESMC requirements. b. Billboards, pole signs, and signs incorporating flashing or blinking lights arc not permitted within this Specific Plan area. C. The character of the signage, including the location, size, height, design and lighting must be in keeping with the architectural character and monument style of the overall Project. d. Signs should make a positive contribution to the desired character of the Project and overall streetscape and provide for clear identification and wayfinding. e. Vehicle, bicycle and pedestrian circulation throughout the Project site, to parking and various destinations should be enhanced through a comprehensive system of directional signage and related wayfinding elements. Page 55 October 2015 196 This page intentionally left blank. Draft Page 56 October 2015 197 VI. DEVELOPMENT STANDARDS The following standards are intended to supplement the existing General Plan and ESMC. Where this Specific Plan is inconsistent with the ESMC, the Specific Plan prevails. Where this Specific Plan does not specifically regulate, development must comply with the standards and requirements set forth in the ESMC. A. PERMITTED USES Uses within the Specific Plan area are governed by the following Table, by district: Wireless facilities are permitted subject to the requirements of ESMC Chapter 15 -19. Table IV -1 Allowable Uses Use Alternative fuel stations CMU P P • P P • -- Cafes Data Centers Financial institutions General Offices, including medical and dental General storage and warehousing C P -- P P P P - -- P P P -- General storage and warehousing (Raytheon Company only) Health Clubs P P -- High and medium bay labs -- P P P -- High and medium bay_ labs (Raytheon Company only) Light Industrial uses Light Industrial uses (Raytheon Company only) Movie and Entertainment Facilities -- P P P P P P P P P - -- - Multimedia Related Offices Postproduction Facilities Public facilities, including, but not limited to, fire and police facilities, post offices, and libraries. Public Utilities P P -- P P P Recreation Facilities (public and private) P P P Research and Development, including scientific research and experimental development laboratories Restaurants, full service P P - P P P P P P -- -- - Restaurants, fast food Retail uses (excluding off site sale alcohol sales) Draft Page 57 October 2015 •z Table IV -1 [continued] Allowable Uses Use CMU • • Special Effects Studios P P -- Studio /sound stage(s) and other support facilities P P -- Trade and vocational schools for adults P P Any use customarily incidental to a permitted use, including the storage of A A A hazardous materials associated with any allowable use. Drive- through or walk -up services related to financial operations. A A The on -site sale and consumption of alcohol at restaurants and cafes. AUP AUP The off -site sale of alcohol at retail establishments. AUP AUP -- Drive- through restaurants C C C Helicopter landing facilities subject to the provisions of El Segundo Municipal C C C Code §15-2-13. C C C Hotels (provided that the existing deed restriction is removed) Outdoor dining, exempting outdoor dining at restaurants where outdoor dining comprises 20% or less of the total dining area of the restaurant, C C C but not exceeding two hundred (200) square feet of floor area. Laser /optical targets A/AUP AAUP -- Parking structures and surface parking lots A P/A P/A Radar towers A/AUP A/AUP A/AUP Video arcades, defined as any business with three or more video or arcade C C C machines. All uses that are not permitted, conditionally permitted, or determined to be similar uses as specified above. _ _ All uses that are involved with the storage of waste materials as the primary business -- - Freight Forwarding -- -- Gasoline and Diesel Service Stations -- -- -- Mini- storage -- — -- Residential Uses -- -- -- _ AUP Administrative Use Permit A Permitted Accessory Use C Conditional Use P Permitted Use Not Permitted Note: Pursuant to the ESMC, uses of a similar nature which are unlisted in Table IV -1 may be considered by the Director of Planning and Building Safety, subject to appeal to the Planning Commission. Draft Page 58 October 2015 199 B. DEVELOPMENT STANDARDS Draft 1. Lot Area a. The minimum building lot area is 10,000 gross square feet. 2. Height a. Buildings and structures within the Campus cannot exceed 200 feet in height, measured from finished grade. Exceptions to building height are permitted in accordance with ESMC § 15 -2 -3. b. Structures cannot interfere with the operation of the MTA Green Line. 3. Setbacks a. Buildings and structures within the Campus must be setback a minimum of twenty -five feet (25') from the adjoining public rights -of -way of El Segundo Boulevard, the future extension of Nash Street, and the future extension of Continental Boulevard, except for lots with frontage on the portion of El Segundo Boulevard located east of the future extension of Continental Boulevard and west of the future extension of Nash Street. For lots with frontage on the portion of El Segundo Boulevard located east of the future extension of Continental Boulevard and west of the future extension of Nash Street, buildings and structures must be setback a minimum of fifteen feet (15') from the adjoining public right -of -way of El Segundo Boulevard. b. Building and structure setbacks within the interior of the Specific Plan must be a minimum of fifteen feet (15') from each lot line. Actual required setbacks may vary depending on Building Code requirements that relate to type and height of the structure. C. Permitted intrusions into setbacks are identified in ESMC § 15 -2 -7. The Class 1 bicycle path located adjacent to El Segundo Boulevard may also be located within required setback areas as long as a minimum distance of 5 feet is maintained from any building. 4. Lot Frontage a. A minimum of 100 feet of frontage must be provided for all lots whether on a dedicated public street or a private street. Parcels exclusively devoted to right -of -way purposes are excluded from minimum lot frontage requirements. Page 59 October 2015 11, Draft 5. Floor Area a. The South Campus Specific Plan is currently developed with 1,802,513 net square feet of development. Development in the Campus is limited to an additional 1,916,376 net square feet of floor area, as specified herein, for a total pre- dedication of public right -of -way net FAR of 0.60 distributed over the entire Campus area and not required as a maximum FAR on any individual lot as permitted in Section B.6 below. The maximum amount of developed floor area within the Specific Plan must not exceed 3,718,889 net square feet as permitted by this Specific Plan. b. For purposes of this Specific Plan, application of a floor area ratio results in net building square footage. Gross floor area is the sum of the net floor area plus an additional twelve percent (12 %) of net floor area for all proposed new construction. C. Net floor area consists of the area of all floors or levels included within the exterior surrounding walls of a building or structure. The total space devoted to high or medium bay labs may be multiplied by a factor of 0.5 to determine the net floor area. Space devoted to the following is not included when determining the total net floor area within a building or structure: 1. Elevator shafts; 2. Stairwells; 3. Courts or atriums uncovered and open to the sky; 4. Rooms exclusively holding building operating equipment; 5. Parking spaces at or above grade and access thereto; 6. Structures devoted exclusively for parking; 7. Restrooms in common areas of nonresidential buildings. d. Gross floor area consists of the area included within the surrounding exterior walls of a building or portion thereof, exclusive of garages, vent shafts, and courts. The floor area of a building, or portion thereof, not provided with surrounding exterior walls is the usable area under the horizontal projection of the roof or floor above. For new construction, after the date of adoption of this plan, gross floor area is defined as specified in section VI.B.5.b. above. 6. Floor Area Ratio and Transfer of Development Rights a. FAR may be transferred from any parcel within the boundaries of the Campus (the "Donor Site ") to any other parcel within the boundaries of the Campus, whether contiguous or non - contiguous, within the Specific Plan area (the "Receiver Site ") upon the written consent of the owners of both the Donor Site and Receiver Site. Any FAR transferred from a Donor Site Page 60 October 2015 201 is deducted from that parcel's base FAR. The overall FAR for the entire Campus cannot exceed a net 0.60 as computed in accordance with the above, based on pre- dedication of public right -of -way, but any individual parcel may exceed such FAR. Transfer of FAR may be accomplished by submitting a letter from the applicant to the Director of Planning and Building Safety before the City issues building permits for the Receiver Site which would utilize the transferred FAR. The Director will maintain records of such transfers and the current density allocations, if any, of all of the properties within the Specific Plan area. In addition, the owner of Donor Site must record a covenant acceptable to the Director and the City Attorney memorializing such transfer of FAR. No approval from the City is required for such transfer. b. Regardless of any transfer of FAR, no building can exceed the applicable development standards set forth in this Specific Plan. 7. Walls and Fences a. All walls and fences must comply with ESMC § 15 -2 -4. Accessory Structures a. Radar towers, dishes, laser /optical targets, and other similar structures are permitted as accessory structures only subject to approval of an Administrative Use Permit. C. CIRCULATION Draft Transportation Demand Management (TDM) Plan, that identifies trip reduction methods in accordance with the guidelines set forth in ESMC Chapter 15 -16 and Chapter 15 -17, must be prepared for development within the Campus. A TDM Plan must be submitted for City review concurrent with the first site plan application within the campus. 2. The maximum number of total daily trips, as well as A.M. and P.M. peak hour vehicle trips for new development within the Specific Plan area, as determined in accordance with the Trip Generation tables set forth in Appendix A, cannot exceed the table below, unless a subsequent traffic report is prepared and approved by the Director of Planning and Building Safety that identifies potential impacts and proposes feasible measures to mitigate previously unidentified new impacts. To ensure that peak traffic does not exceed these thresholds, a trip inventory analysis must be prepared, acceptable to the Director of Planning and Building Safety, to maintain a cumulative accounting of total square footage by land use as well as the cumulative number of A.M. and P.M. peak hour trips. The trip inventory must be updated and submitted upon the filing of each building permit request. Page 61 October 2015 202 Total Daily Trips 3. Public and private streets must be designed and constructed in accordance with the General Plan and in the overall right -of -way size identified in the General Plan. a. The connection of Hughes Way with Nash Street must be constructed to the standards of a secondary arterial street identified in the Circulation Element of the General Plan. b. The extension of Continental Boulevard to Hughes Way must be constructed to the standards of a commercial collector street identified in the Circulation Element of the General Plan. C. The private street connecting Continental Boulevard and Nash Street must be constructed to the standards of a local commercial street identified in the Circulation Element of the General Plan. D. PARKING AND LOADING Draft 1. Parking and loading spaces must be provided in accordance with ESMC Chapter 15 -15, except as provided below. 2. Within the O/I MU District or for office /industrial uses within the CMU District, parking lots or structures may serve multiple lots and buildings. Up to 100% of the required parking for an individual lot in the 0/1 MU District or for office /industrial uses within the CMU District, may be provided off -site subject to the following standards: a. Parking must be located within 300 feet of the lot it serves. Page 62 October 2015 203 Draft b. Pedestrian pathways must be provided connecting parking lots or structures with the buildings they serve. Where off -site parking is across a project roadway, a crosswalk must be provided. C, Reciprocal parking and access easements or covenants must be recorded before the City issues a building permit and must be shown or noted on the applicable site plans. d. Parking lots and driveways may straddle lot lines subject to provisions in a reciprocal parking and access easement or covenant. Such documents must provide provisions for shared maintenance. 3. For retail and restaurant uses within the CMU District, up to 20% of the required parking for an individual lot in may be provided off -site with approval by the Director of Planning and Building Safety, subject to the following performance standards: a. Parking must be located within 150 feet of the lot it serves. b. Pedestrian pathways must be provided connecting parking lots or structures with the buildings they serve. Where off -site parking is across a project roadway, a crosswalk must be provided. C. Other conditions may be applied by the Director as part of site plan approval. d. Requests for over 20% off -site parking require Planning Commission review and approval and may include such conditions as the Planning Commission may lawfully impose. 4. For retail and restaurant uses within the CMU District, parking lots may service multiple lots or buildings subject to the following standards: a. Reciprocal parking and access easements or covenants must be recorded before issuance of a building permit and must be shown or noted on the applicable site plans. b. Parking lots and driveways may straddle lot lines subject to provisions in a reciprocal parking and access easement or covenant. Private access roads that connect parking lots with a right -of -way may encroach into a required landscape setbacks on interior property lines. Such documents must provide provisions for shared maintenance and landscaping. 5. The number of required parking spaces may be modified subject to the approval of Page 63 October 2015 204 a Transportation Systems Management Plan, as specified in the ESMC Chapter 15- 16 "Developer Transportation Demand Management." 6. The Director of Planning and Building Safety may modify the required number of parking spaces up to a maximum of 10% based on the submittal and approval of a parking demand study or shared parking analysis. Additionally, for any use for which the number of parking spaces is not listed in ESMC Chapter 15 -15, the Director of Planning and Building Safety shall specify the required number of spaces based on a parking demand study. 7. The Planning Commission may modify the required number of parking spaces up to a maximum of 20% based on the submittal of a parking demand /shared parking study. 8. Notwithstanding items 6 and 7 above, the Director of Planning and Building Safety may also grant uses with significantly different peak hours of operation up to a 20% parking reduction, without approval of the Planning Commission. Any request for such shared parking must meet the following requirements: a. A parking study must be submitted by the applicant demonstrating that there will not be substantial conflict in the peak hours or parking demand for the uses for which the joint use is proposed. b. The number of parking stalls which may be credited against the requirements of the structures or uses involved cannot exceed the number of stalls reasonably anticipated to be available during differing hours of operation. A written agreement must be executed by all parties concerned, to the satisfaction of the Director of Planning and Building Safety and the City Attorney assuring the continued availability of the number of stalls designed for joint use. 9. Preferential parking must be provided for carpools and vanpools. 10. Bicycle parking must comply with ESMC Chapters 15 -15 and 15 -16 and the South Bay Bicycle Plan. 11. The Raytheon Company recreation facility within the Specific Plan area is not required to provide parking beyond that already provided for daytime, weekday users. E. LANDSCAPING Landscaping is a critical criterion when evaluating development proposals in the Campus. This section will ensure that adequate landscaping area and permanent maintenance is provided for all Draft Page 64 October 2015 205 new development. This mandate is also in accordance with the City's requirements to landscape commercial and industrial areas. Landscaped areas must be provided and permanent irrigation systems installed in the landscaped areas at: 1) the Campus entry areas, 2) around the perimeter of the buildings in the setbacks, 3) within the required setbacks along the property perimeter and, 4) in the Vehicular Use Areas (VUAs) as defined in ESMC §15 -1 -6. A Landscape Master Plan must be prepared for the Campus to ensure a unified appearance implementing the intent of the Design Guidelines and objectives of this Specific Plan. The Landscape Master Plan must be submitted to the City at or before the first site plan review submittal within the Campus. ALL LANDSCAPING 1. Landscaping must conform to the City's Water Conservation in Landscaping requirements as set forth in ESMC Chapter 10 -2. CAMPUS ENTRIES Campus entries must be provided at the following locations: • Nash Street at El Segundo Boulevard • IIughes Way/Nash Street at the southern campus boundary Entry landscaping must be in substantial conformance with the entry concepts outlined in the Design Guidelines of this Specific Plan. BUILDING PERIMETER LANDSCAPING 1. Except as otherwise allowed by this Plan, a minimum horizontal depth of five feet of landscape materials, excluding curbs, must be provided around each building. In instances where two buildings are separated by ten feet, the landscape requirement may be reduced to allow for pedestrian walkways /access. PROPERTY PERIMETER LANDSCAPING Draft 1. One shade tree must be provided for every 25 feet of street frontage. 2. The following encroachments are permitted into the landscaped setback areas: a. Parking may encroach into the landscaped setback up to a maximum of fifty percent of the required setback area, provided a minimum landscaped setback of five feet is maintained except as permitted in Specific Plan § VI.D.2. b. "Architectural landscape features" including fountains, free- standing Page 65 October 2015 206 arbors /pergolas, and public art, may encroach into the landscaped setback area subject to site plan review, provided a minimum landscaped setback of five feet is maintained. The features may cover a maximum of twenty five percent of the total area of the setback, and be a maximum of twenty feet in height. VEHICULAR USE AREAS Vehicular Use Areas (VUA) include parking lots and loading areas. Landscaping in the VUAs must cover a minimum of five percent of the VUA and be distributed uniformly throughout the VUA. Such landscaping is in addition to the required property perimeter and building perimeter landscaping. The figure to the right represents a typical parking area within the Campus. a. Q C. A minimum of 5 foot landscape buffers must be provided at all parking lot edges to screen parking lots and provide shading. PARKING L0T LANDSCAPE Planting areas containing trees must have a minimum width of 5 feet. Each parking space must be located within 30 feet of a tree. Trees are required to provide shade and parking lot/loading area screening F. PUBLIC SAFETY In an effort to ensure the safety of employees and visitors to the Campus, the following strategies must be incorporated into site development: Draft Lighting must be adequate throughout the Campus and shielded to minimize off - site illumination. Submittal of photometric studies is required as part of any site plan review submittal which includes parking lots, and parking structures in the Specific Plan area. 2. The site design and operation must comply with fire and police safety regulations Page 66 October 2015 207 with regard to site layout, building configurations, landscape design, and infrastructure requirements. 3. Street lighting must be provided in accordance with ESMC requirements. G. SIGNAGE 1. Signage within the Campus must conform to the signage regulations of the ESMC except as established and approved in a Master Sign Program for the Campus. 2. The following signs are not permitted within the Campus: • Billboards, as defined in the ESMC; and • Pole signs; and • Signs incorporating flashing or blinking lights. 3. A Master Sign Program for the entire Campus must be developed and submitted for review and approval by the Planning Commission before or concurrent with the first site plan review for a project within the Specific Plan. The Master Sign Program must include the following elements: • Campus Master signage (entryways, common sign design throughout Campus); • Sign standards developed for each of the three uses allowed: industrial, commercial and office; • Provisions for way finding and decorative elements such as banners; • General features that all signs in the Campus are required to comply with; and • Regulations for temporary signs (including construction signs). H. SUSTAINABILITY Draft 1. All new development must have buildings designed to be energy efficient, at least 15% above Title 24 requirements. 2. The Project areas must include Stormwater management practices that treat Stormwater runoff from 90% of the average rainfall on the site using structural and non - structural management measures. 3. Preferential parking must be provided for carpools and vanpools at the rate of not less, than 10 percent of total employee parking. Page 67 October 2015 1: 4. Bicycle parking must comply with the ESMC. Shower facilities must be provided for buildings of 25,000 square feet or greater. 6. Exterior lighting must be energy efficient and designed to minimize light pollution. 7. Low - emitting building materials must be utilized. Roof structures must be designed to support future solar panels. 9. Reclaimed water must be utilized for all landscaped areas. 10. A Pedestrian Walkway for direct access to the Green Line Station from the project site that meets ADA minimum width requirements. I. ENCLOSED USES All uses must be conducted wholly within an enclosed building except for the following: Draft Electrical distribution stations, adequately screened from public rights -of -way and public view, as determined by the Director of Planning and Building Safety. 2. Outdoor restaurants and cafes incidental to the permitted use, provided they comply with the provisions of ESMC §15 -2 -16. Recreational facilities customarily conducted in the open. 4. Radar towers, antennas, dishes, and laser /optical targets, provided they comply with the screening requirements of ESMC § 15 -2 -8. Page 68 October 2015 1! VII. ADMINISTRATION A. INTRODUCTION Unless regulated by this Specific Plan, development will be administered and enforced by the City in accordance with the ESMC. This Specific Plan supersedes any conflicts with ESMC zoning regulations. 1. The Director of Planning and Building Safety may grant administrative use permits in accordance with ESMC Chapter 15 -22. 2. The Director of Planning and Building Safety may make other administrative determinations using the same procedures set forth in ESMC Chapter 15 -22. 3. The Director of Planning and Building Safety may grant adjustments and administrative adjustments in accordance with ESMC Chapter 15 -24. 4. The Planning Commission may grant conditional use permits in accordance with ESMC Chapter 15 -23. B. MUNICIPAL CODE REFERENCES All section references in the Specific Plan refer to the El Segundo Municipal Code (ESMC) as adopted at the time of building permit application submittal. C. MODIFICATIONS Draft 1. Major Modifications The following modifications constitute a Major Modification and require an amendment to this Specific Plan: a. Any decrease in the required building setbacks as set forth in Section VI.B.3 above; b. Any increase in the total developable square footage of the entire Specific Plan in excess of the maximum allowable development intensity allowed under the Specific Plan; C. Any increase in height of buildings or structures on the Property above 200 feet; d. Any increase in the maximum number of A.M. and P.M. peak hour vehicle trips for the Specific Plan as specified in Section VI.C.2 above, unless a subsequent traffic report has been prepared to the reasonable satisfaction of Page 69 October 2015 210 Draft the Director that identifies potential impacts and proposes feasible mitigation measures to mitigate such impacts and otherwise complies with CEQA; C. Any change in use to a use which is not permitted under the Specific Plan, except as approved by the Director in accordance with Chapter 15 -22 of the ESMC; f. Any change in the land use plan categories identified in Exhibit 5 of this plan. g. Any decrease in the minimum required lot area; h. Any decrease in the minimum required lot frontage; i. Any material modification that requires modification to the EIR other than an Addendum; and Any modification deemed by the Director of Planning and Building Safety as major and requiring amendment to this Specific Plan. 2. Minor Modifications Any modification to this Specific Plan not listed above as a "major modification," including a use approved subject to an Administrative Use Permit, is a Minor Modification. The Developer may make Minor Modifications without amending this Specific Plan upon the administrative approval of the Director of Planning and Building Safety or designee, provided that such modifications are consistent with the Development and Design Standards, Applicable Rules, and Project Approvals. Such Minor Modifications may include: • Modifications to the streetscape palette with the concurrence of the City's urban forester. Modifications to infrastructure sizing based upon final engineering plans approved by the City. Relocation of the Raytheon Recreation Facility to a parcel or parcels of the same size (7.54 acres) or larger and having similar access. Should this occur, a revised land use plan shall be provided updating the land use plan of this document (Exhibit 5). • Modifications to the conceptual plan (Exhibit 6), Vesting Tentative Map (Exhibit 7) and Conceptual Utility Plans (Exhibits 8, 9, 10, 11 and 12) that do not exceed the new development vehicle trip cap, do not increase the number of parcels and do not require subsequent CEQA environmental Page 70 October 2015 211 review may be deemed minor by the Director of Planning and Building Safety. Adjustments, Administrative Adjustments, Administrative Determinations subject to the requirements in Section VILA, above. D. SITE PLAN REVIEW Draft 1. Overview In order to develop a Project that is in conformance with the uses, density, approved FAR, Design Guidelines and trip generation of this Specific Plan, a Site Plan Review ( "SPR ") application shall be filed with the Department of Planning and Building Safety. 2. Application for Site Plan Review - Contents The Site Plan Review Application must conform to the following. The number of copies required for submittal will be determined by City policy at time of submittal: a. A "Development Status Tracking Table" must be submitted to the Director of Planning and Building Safety for review by the Planning and Building Safety Department as part of any site plan submittal within the Specific Plan area. This table must specify the development request for the site plan including the following information: Specific Plan parcel area(s) and the allocation of intensity by land use as defined in Section III herein; A revised Land Use table for the Specific Plan area by phase, showing updated land use distribution and intensity as modified by the site plan submittal; and Submittal of a traffic report analyzing the trip generation for the land use(s) and demonstrating that the maximum number of vehicle trips (trip ceiling) is not exceeded. C. Plans and landscape plans for projects must be prepared by a registered architect and a licensed landscape architect respectively. C. Site Plan. A fully dimensioned site plan, drawn to scale and showing: 1. Location of existing and proposed structures, including signs, showing dimensions from property line; 2. Location, size and species of existing trees or natural attributes; Page 71 October 2015 212 Draft 3. Location of off - street parking. The number of parking spaces (specifying handicapped, compact and regular spaces), type of paving, direction of traffic flow, parking stall dimensions, and areas for turning and maneuvering vehicles; 4. Location and dimension of driveway approaches, off - street loading areas, street and highway dedications; 5. Refuse disposal and recycling; 6. Location, height, and material of existing and /or proposed fences and walls; 7. Means of screening all vents, pipes, antennas and machinery placed on roofs; 8. Location, height and specifications of all existing and /or proposed exterior lighting; 9. Location of all utility pipes, valves, vaults and similar appurtenances; and 10. Location of structures on abutting lots showing dimensions to property line. d. Photometric Analysis for parking lots and parking structures. e. Elevation Drawings. Elevation drawings dimensioned and fully illustrating all sides of the proposed structures. These drawings must include: 1. Location of signs and size, height, color, material and type of illumination of all signs. A Master Sign Plan must be submitted when the development includes two or more tenants; 2. Location, size and style of architectural features, such as awnings, doors, windows and other wall openings; and 3. All exterior materials and their colors. f. Landscape Plan. A preliminary landscape plan showing the location and design of the following listed items: 1. Existing trees (by species and size) proposed to be retained, removed or relocated on the site; Page 72 October 2015 213 Draft 2. Landscaped areas and the numbers, varieties and sizes of plant materials to be planted therein and all other landscape features; 3. Softscape, hardscape (walkways, paving, textured concrete) and lighting; and 4. All submittal material required by ESMC Chapter 10 -2. g. Colors and Materials. A materials and colors board showing all colors and materials, with color chips and textures keyed to the principal plan elements where those components are found. h. Floor Plans. i. Photo Board. Showing subject site, and all surrounding properties. j. Rendering/Illustration. One set of color elevation drawings or a color rendering. The Director of Planning and Building Safety may require, at his /her discretion, a computer model where such is necessary to evaluate scale, massing and architectural treatment. 3. Site Plan Review - Procedure a. The Director of Planning and Building Safety must review the application to ensure there is consistency with the Specific Plan within 30 days after the Director deems the application complete. b. CEQA Review, if required, must be conducted in accordance with applicable law. The Site Plan Review must be timely scheduled for public hearing before the Planning Commission, which date should not exceed 45 days after the completion of the public review period of the environmental documentation, or within 30 days from the date the application is deemed complete if no further environmental review is required. The Planning Commission must render its decision in writing, either approving, approving with conditions, or denying the Site Plan Review application, stating the reasons for such action. The decision of the Planning Commission is final unless appealed to the City Council. d. Any aggrieved person may appeal the Planning Commission's decision to the City Council. Such appeal must be filed in writing with the Department of Planning and Building Safety within ten (10) days after the date of the written decision by the Planning Commission. Upon receipt of such an appeal and the payment of the appropriate filing fee, the matter must be scheduled for consideration by the City Council no more than 45 days after Page 73 October 2015 214 the date of receipt of the appeal. e. The Site Plan is valid for two years from the date of approval. If construction does not commence within such time, but the applicant has diligently pursued the Project plan review process, the Director of Planning and Building Safety may extend the Site Plan approval for up to two additional years. f. After the Site Plan is approved, the Director of Planning and Building Safety may approve minor changes in the Site Plan or its conditions if the Director finds that there are practical reasons for such changes, that such changes do not substantially vary from the previously approved site plan and applicable law and that such changes do not involved deviations from the design's intent. 4. Site Plan Review Criteria The purpose of the Site Plan Review procedure is to ensure that the development provides a cohesive visual identity and coordinated design character for the Specific Plan area of high quality. The overall coordinated design character must be expressed in the site planning, architecture, landscaping, lighting, and signage. The architectural design is to be compatible in character, massing and materials consistent with the conceptual plan depicted in this Plan. In approving the Site Plan Review the Planning Commission, or City Council on appeal, must consider the following factors: a. The dimensions, shape and orientation of the parcel; b. The placement of buildings and structures on the parcel; C. The height, setbacks, bulk and building materials; d. The building materials and design; e. The distance between buildings or structures; f. The location, number and layout of off - street parking and loading spaces; g. The internal vehicular patterns and pedestrian safety features; h. The location, distribution, amount and type of landscaping materials and the sustainability of the landscaping material with the El Segundo climate in compliance with the applicable climate zone; Draft Page 74 October 2015 215 The placement, photometrics, height and direction of illumination of light standards; j. The location, number, size and height of signs; k. The location, height and materials of walls, fences or hedges; The location and method of screening refuse and storage areas, roof equipment, pipes, vents, utility equipment and all equipment not contained in the main buildings of the development; m. Compliance with all applicable development standards including, but not limited to, height, setbacks, FAR, trip generation, and off - street parking requirements; and, n. Consistency with the Design Guidelines of this Specific Plan. 5. Approval Criteria Draft The Planning Commission, or City Council on appeal, may approve the Site Plan Review if it finds that the site plan, architecture and landscape design, with conditions if necessary are consistent with this Specific Plan. 6. Exempt Activities The following is a list of activities which are exempt from the site plan review process. This list is not all- inclusive; the Director of Planning and Building Safety may exempt other activities not listed: a. All interior changes and alterations b. Demolition of Buildings E -20, E -21, E -23, or E -24 C. Exterior mechanical equipment (heating, air conditioning, water heater) designed with mechanical equipment screening compatible with the architecture of the building to which it is adjacent or affixed. d. Minor exterior repairs costing less than $50,000 in 2015 dollars, indexed for inflation to the Consumer Price Index (CPI). e. Reglazing, new mullions f. Re- landscaping consistent with the landscape palette g. Repainting h. Reroofing with similar style roofing materials Page 75 October 2015 216 E. AMENDMENT In accordance with the Government Code §§ 65450- 65457, Specific Plans must be prepared, adopted and amended in the same manner as General Plans except that Specific Plans may be adopted by resolution or by ordinance. This Specific Plan may be amended as necessary by ordinance. Said amendment or amendments do not require a concurrent General Plan amendment unless the Director of Planning and Building Safety determines that the proposed amendment would substantially affect General Plan goals, policies, objectives or programs. F. CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE The El Segundo South Campus Specific Plan and related entitlements were approved in accordance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines (Guidelines), and City policies adopted to implement the CEQA and the Guidelines. An Environmental Impact Report was prepared and certified by the City Council which establishes the development thresholds shown in Table VII -1 below. Table VII -1 California Environmental Quality Act Compliance Project EIR •• Existing Site Facilities 1,802,513 square feet The Conceptual Site Plan and Application Materials 1,930,000 square feet (including 13,624 square evaluated within the EIR document. feet of demolition and replacement) The CEQA clearance indicated above analyzes the effects of 1,930,000 net square feet of incremental development by the Project , 13,624 of which is anticipated to be replacement of existing facilities with allowed uses. Any portion of the Project that is developed consistent with the Conceptual Site Plan evaluated for this Specific Plan is exempt from further CEQA analysis unless an event specified in Public Resources Code § 21166 occurs as to the Specific Plan. Draft Page 76 October 2015 217 APPENDIX A E1 Segundo South Campus Specific Plan Trip Generation Rates, Credits, and Caps The following two tables are to provide data for maintaining a trip inventory analysis for the build - out of the Specific Plan. A table maintaining a cumulative accounting of total square footage by land use as well as the cumulative number of A.M. and P.M. peak hour trips generated by new development within the Specific Plan area must be generated by the project applicant and verified by the City. The trip inventory must be updated and submitted upon the filing of site plan review application and verified before a building permit is issued. The traffic- generating characteristics of most of the components of the Project are identified in the Institute of Transportation Engineers' (ITE) Trip Generation, 9th Edition. With mixed -use projects there are many opportunities for interaction amongst the various uses. The interaction is likely to reduce the number of trips entering and leaving the site ( "internal capture "). Additionally, many of the individual uses will attract vehicles already on the surrounding street network ( "diverted /pass -by "). These are trips that are already on the roadway network and are diverted to the Project. Furthermore, since the Specific Plan is adjacent to the El Segundo Metro Green Line station, the following table takes into consideration credits for transit usage, as well as for "internal capture" and "diverted /pass -by." Draft Appendix A — Table I Project Trip Ceiling for trips associated with new development within the ESSCSP area. Total Daily Trips Page 77 October 2015 218 Appendix A - Table 2 Summary of Trip Generation Rates and Trip Credits RAYTHEON SOUTH CAMPUS SPECIFIC PLAN DRAFT TRAFFIC IMPACT ANALYSIS SUMMARY OF TRIP GENERATION RATES AND TRIP CREDITS Draft Page 78 October 2015 219 AM PEAK -HOUR PM PEAK -HOUR AVERAGE DAILY Use FORMULA (per FORMULA (per TRIPS FORMULA 1,000 gross square 1,000 gross square (per 1,000 gross feet) feet) square feet) Retail T = 0.96 (A) T = 3.71 (A) T = 42.70 (A) Internal Capture - Less 1% Less 2% Diverted /Pass -By - Less 34% - General Light Industrial T = 0.92 (A) T = 0.97 (A) T = 6.97 (A) Internal Capture - Less 1% Less 1% Warehouse T = 0.30 (A) T = 0.32 (A) T = 3.56 (A) Internal Capture - Less 1% Less 1% Office T = 1.56 (A) T = 1.49 (A) T = 11.03 (A) Internal Capture - Less 1% Less 1% Transit Credit* Less 5% Less 5% Less 5% Other Possible Uses Health /Fitness Club T = 1.41 (A) T = 3.53 (A) T = 32.93 (A) Hotel T = 0.53 (R) T = 0.60 (R) T = 8.17 (R) Medical /Dental Office T = 2.39 (A) T = 3.57 (A) T = 36.13 (A) Supermarket T = 3.40 (A) T = 9.48 (A) T = 102.24 (A) Quality Restaurant T = 0.81 (A) T = 7.49 (A) T = 89.95 (A) High- Turnover (Sit -Down) Restaurant T = 10.81 (A) T = 9.85 (A) T = 127.15 (A) Fast -Food Restaurant without Drive - Through Window T = 43.87 (A) T = 26.15 (A) T = 716.00 (A) Coffee /Donut Shop without Drive- Through Window T = 108.38 (A) T= 40.75 (A) T = 818.58 (A) Notes * Trip generation adjustment discount associated with proximity to transit service for similar sites based on recommendations published by Los Angeles County Metropolitan Transportation Authority (LAMTA) and ITE. T: Trip ends A: Building area in 1,00 sq. ft. R: Rooms Draft Page 78 October 2015 219 APPENDIX B EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN LEGAL 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." Draft ASSESSOR'S PARCEL NOs. 4138 - 014 -047 AND 4138 - 014 -013 Page 79 October 2015 220 CITY COUNCIL ORDINANCE EXHIBIT C DEVELOPMENT AGREEMENT EXHIBIT 2c 221 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 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO AND RAYTHEON COMPANY 2000 El Segundo Boulevard El Segundo, California 90245 THIS AGREEMENT MUST BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE § 65868.5 222 TABLE OF CONTENTS Page 1. Definitions ................................................................................................... ..............................1 2. Recitals ......................................................................................................... ..............................3 3. Binding Effect .............................................................................................. ..............................4 3.1 Constructive Notice and Acceptance ......................................... ..............................4 3.2 Rights to Transfer ...................................................................... ..............................4 3.3 Liabilities Upon Transfer ........................................................... ..............................4 3.4 Reassumption of Rights.................................................................. ............................... 5 4. Development of the Campus ........................................................................ ..............................5 4.1 Entitlement to Develop .............................................................. ..............................5 4.2 Permitted Uses, Density, Height and Dedication of Land for Public Purposes ....... 5 4.3 Development Standards ............................................................. ..............................5 4.4 Building Regulations ................................................................. ..............................5 4.5 Subsequent Rules ....................................................................... ..............................5 4.6 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications 5 4.7 Use of Easements ....................................................................... ..............................6 4.8 Timing of Development ............................................................. ..............................6 4.9 Moratorium ................................................................................ ..............................7 4.10 Infrastructure. ..................................................................................................... 7 4.10.1 Infrastructure Capacity............................................................... ..............................7 4.10.2 Phasing Flexibility....... r ................................................... ..............................7 4.10.3 Infrastructure Completion........................................................... ............................... 7 i 223 4. 10 Prevailing Wages ........ ............................... ..................7 4.11 Term ..................................................................................... ..............................8 4.12 Term of Map(s) and Other Project Approvals ............ ..............................8 4.13 Satisfaction of Mitigation Measures and Conditions ........... ..............................8 4.14 In Lieu Credits ..................................................................... ..............................8 5. Developer Agreements ................................................................................ ..............................8 5.1 General ....................................................................................... ..............................8 5.2 Maintenance Obligations ........................................................... ..............................8 5.3 Sales and Use Tax ...................................................................... ..............................8 5.4 Title 24 Energy Requirements ............................... ..............................9 6. City Agreements .......................................................................................... ..............................9 6.1 Expedited Processing ................................................................. ..............................9 6.2 Processing Cooperation and Assistance .................................... ..............................9 6.3 Processing During Third Party Litigation ................................. .............................10 6.4 Reimbursement for City's Efforts on Behalf of Developer ...........................10 6.5 City's Efforts to Defend and /or Enforce Multi Agency Agreements ................10 7. Traffic Improvements ................................................................................. .............................10 7.1 Nash Street ..................................................... .............................10 7.2 Continental Boulevard Access .............................. ..............................1 l 7.3 El Segundo Boulevard Improvements ..................... ..............................1 l 7.4 El Segundo Boulevard Bicycle Path ........................ .............................12 7.5 Nash Street Extension Bicycle Lane ........................ .............................13 7.6 Green Line Station ............................................ .............................13 7.7 Coral Street Connection ...................................... .............................14 7.8 Traffic In Lieu Credits ........................................ .............................14 u 224 8. Utilities .. .... .............................. ............. .......... ..... ..... ......... ............. ___ ... 14 9. Recreational Access ........................................................ .............................14 9.1 Non - Raytheon User Access .................................. .............................14 9.2 Irrevocable Offer to Dedicate Land to City ............. .............................15 10. Payments After Approval ..................................................... .............................15 10.1 Six Annual Payments ........................................................................ .............................15 10.2 Year 10 Payment ............................................................................... .............................15 10.3 Building Permit Fee ......................................................................... .............................15 11. Uniform Codes and Standard Specification ............................. .............................15 12. Demonstration of Good Faith Compliance ................. ............................... ............................156 12.1 Review of Compliance ........................................................ .............................16 12.2 Good Faith Compliance ...................................................... .............................16 12.3 Information to be Provided to Developer ........................... .............................16 12.4 Developer's Report ....................................... .............................16 12.5 Notice Of Non - Compliance; Cure Rights ........................... .............................17 12.6 Public Notice of Finding ..................................................... .............................17 12.7 Failure of Periodic Review ............................................... ............................... 17 13. Excusable Delays ........................................................................................ .............................17 14. Default Provisions ....................................................................................... .............................17 14.1 Default ................................................................................ .............................18 14.2 Content of Notice of Violation .... ....................................... .............................18 14.3 Remedies for Breach ........................................................... .............................18 14.4 Resolution of Disputes ........................................................ .............................18 14.5 Attorney Fees and Costs ................................. .............................18 15. Mortgagee Protection .................................................................................. .,...........................19 iii 225 11.1 Mortgage Not Rendered Invalid ......................................... .............................19 11.2 Request for Notice to Mortgagee ........................................ .............................19 11.3 Mortgagee's Time to Cure ................................................... .............................19 11.4 Cure Rights ......................................................................... .............................19 11.5 Bankruptcy .......................................................................... .............................20 11.6 Disaffirmation ..................................................................... .............................20 16. Estoppel Certificate ............................................................................. ............................... 17. Administration of Agreement ............................................................. ............................... 17.1 Appeal of Determinations ................................................... .............................20 17.2 Operating Memoranda ........................................................ .............................20 17.3 Certificate of Performance .................................................. .............................21 20 20 18. Amendment or Termination by Mutual Consent ........................................ .............................21 19. Indemnification / Defense ........................................................................... ............................... 21 19.1 Indemnification ................................................................... .............................21 19.2 Defense of Agreement ... .......... ..................................................... ,............... ...21 20. Cooperation in the Event of Legal Challenge ........................... .............................21 20.1 Third Party Challenges .................................. .............................21 20.2 Third Party Challenges Related to the Applicability City Laws ................22 21. Time of Essence .......................................................................................... .............................23 22. Effective Date ......... ..................................................................................... .............................23 23. Notices ........................................................................................................ .............................23 24. Entire Agreement ........................................................................................ .............................25 25. Waiver ......................................................................................................... .............................25 26. Ambiguities or Uncertainties .............................................. .............................25 27. Supersession of Subsequent Laws of Judicial Action .................. .............................25 iv 226 28. Severability ................................................................................................. .............................25 29. Relationship of the Parties ................................................. .............................25 30. No Third Party Beneficiaries .............................................. .............................25 31. Recordation and Agreement and Amendments ......................... .............................25 32. Cooperation Between City and Developer .............................. .............................25 33. Rules of Construction ...................................................... .............................25 34. Governing Law and Venue ................................................ .............................26 35. Counterparts ................................................................. .............................26 36. Weekend /Holiday Dates.............. ..................................... .............................26 37. Not a Public Dedication, .... ............................................... .............................26 38. Releases ...................................................................... .............................26 39. Consent .................... ............................................... .............................27 v 227 DEVELOPMENT AGREEMENT This Development Agreement is made and entered into by and between the CITY OF EL SEGUNDO ( "City "), a general law city and municipal corporation, and RAYTHEON COMPANY ( "Developer "), a Delaware corporation, as of this day of , 2015. City and Developer are also individually referred to as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements contained in this Agreement, City and Developer agree as follows: 1. Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions govern the construction of the words and phrases used in this Agreement. Words and phrases not defined in this Section will have the meaning set forth in this Agreement; the El Segundo Municipal Code; or in common usage. "Agreement" means this Development Agreement between the City and Developer. "Applicable Rules" means: • The El Segundo General Plan, as it existed on the Application Date, as modified by the Project Approvals; * The El Segundo Municipal Code, as it existed on the Effective Date, as modified by the Project Approvals; • The El Segundo South Campus Specific Plan as adopted; ■ Such other laws, ordinances, rules, regulations, and official policies governing permitted uses of the Campus, density, design, improvement, development fees, and construction standards and specifications applicable to the development of the Campus in force at the time of the Effective Date, which are not in conflict with this Agreement. "Application Date" means December 8, 2011, the date on which the last of the Project Approval applications was deemed complete by the City. "Approved Plans" means a plan for any aspect of the Project, including, without limitation, the Site Plan, signage plans, and landscaping and irrigation plans, which are approved by City in accordance with the Development Standards, Applicable Rules and Project Approvals. "Building Regulations" means those regulations set forth in Title 13 of the El Segundo Municipal Code. "Campus" means that 142.28 acre property located at 2000 El Segundo Boulevard in El Segundo, California more particularly described in attached Exhibit "A," which is incorporated by reference. 228 "CEQA" means the California Environmental Quality Act (Public Resources Code § 21000, et seq.) including the regulations promulgated thereunder (14 Cal. Code of Regulations § 15000, et seq., the "CEQA Guidelines "). "City Council" means the City Council of the City of El Segundo. "Developer" means Raytheon Company and its transferees, assigns and successors in interest. "Development Standards" means the design and development standards that are applicable to the Project. "Director" means the Director of Planning and Building Safety, or designee. "Effective Date" means the date on which the Enabling Ordinance becomes effective in accordance with Government Code § 36937. "SSMC" means El Segundo Municipal Code. "Existing Development" means that development which exists on the Campus on the Effective Date, as more specifically set forth in attached Exhibit `B," which is incorporated by reference. "Enabling Ordinance" means Ordinance No. , approving this Development Agreement. "Future Approvals" means such subsequent discretionary and ministerial entitlements, including permits, which are required to develop the Project in addition to the Project Approvals, and which are applied for by Developer and approved by City. "New Development" means any development constructed within the Specific Plan area after the Effective Date. "Person" must mean a natural person or any entity. "Project" means the development of the Campus in accordance with the Project Approvals. "Project Approvals" means: Final Environmental Impact Report No. EA -905, as certified by Resolution No. Mitigation Monitoring Program for Final Environmental Impact Report No. EA- 905, as adopted by Resolution No. ; General Plan Amendment No. 11 -01, as approved by Resolution No. including a change in the Land Use Map; 2 229 • El Segundo South Campus Specific Plan No. 11 -01, as adopted by Ordinance No. • Zone Change No. 11 -02, as approved by Ordinance No. , including a change in the Zoning Map; • Zone Text Amendment No. 11 -01, as approved by Ordinance No. ; • Vesting Map No. 71551, as approved by Resolution No. ; and ■ This Agreement. "Specific Plan" or "ESSCSP" means the El Segundo South Campus Specific Plan. "Subsequent Rules" means any changes to the Applicable Rules, including, without limitation, any change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, the Planning Commission or any other board, agency, commission or department of the City, or any officer or employee thereof, or by the electorate, which would, absent this Agreement, otherwise be applicable to the Campus. "Transferee" means a Person which assumes in whole or in part the rights and obligations under this Agreement with respect to all or a portion of the Campus. "Uniform Codes" means those Uniform Codes adopted by reference in the ESMC in accordance with Government Code §§ 50022.2, et seq. as required by applicable law including, without limitation, Health and Safety Code § 18944.5 and Title 24 of the California Code of Regulations. The Uniform Codes govern building and construction standards including, without limitation, the building, plumbing, electrical, mechanical, grading, sign, and fire standards. 2. Recitals. This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the Parties: 2.1 Pursuant to Government Code § 65865, et seq., City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property. 2.2 Developer is the owner of the Campus. 2.3 Developer desires to develop the Campus in accordance with the El Segundo South Campus Specific Plan. 2.4 By this Agreement, City desires to obtain the binding agreement of Developer to develop the Campus in accordance with the Project Approvals and Applicable Rules. In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement. 3 230 2.5 By this Agreement, Developer desires to obtain the binding agreement of City to permit the development of the Campus in accordance with the Project Approvals and Applicable Rules. In consideration thereof, Developer agrees to waive its rights to challenge legally the restrictions and obligations set forth in this Agreement. 2.6 City and Developer have acknowledged and agreed that the consideration that is to be exchanged pursuant to this Agreement is fair, just and reasonable. 2.7 This Agreement is intended to provide flexible entitlements, within the parameters set forth herein and subject to the terms and conditions hereof, to meet the changing market demands that are likely to occur throughout the Term of this Agreement. 2.8 The Project uses are consistent with the General Plan, as amended through General Plan Amendment No. GPA 11 -01. 2.9 Development of the Project will further the comprehensive planning objectives contained within the General Plan, and will result in public benefits including, among others, better circulation in the northeast quadrant of the City. 2.10 All of the Campus is subject to this Agreement. 3. Binding Effect. The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to, each Party and each successive transferee, assign and successor in interest thereto and constitute covenants that run with the land. 3.1 Constructive Notice and Acceptance. Every Person who acquires any right, title or interest in or to any portion of the Campus in which Developer has a legal interest is, and must be, conclusively deemed to have consented and agreed to be bound by this Agreement, whether or not any reference to this Agreement is contained in the instrument by which such person acquired such right, title or interest. 3.2 Rights to Transfer. Developer may assign or transfer in whole or in part its rights and obligations under this Agreement with respect to the Campus, or any portion thereof, to any Transferee at any time during the Term of this Agreement without approval of City, including through provision of a long -term ground lease. For purposes of this Agreement, the Transferee must be considered the "owner" of that portion of the Campus which is covered by such transfer. 3.3 Liabilities Upon Transfer. Upon the delegation of the duties and obligations under this Agreement and the sale, transfer or assignment of all or any portion of the Campus, Developer will be released from its obligations under this Agreement with respect to the Campus, or portion thereof, so transferred arising subsequent to the effective date of such transfer, if (i) Developer has provided to City prior or subsequent written notice of such transfer and (ii) Transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Campus so transferred by executing an Assignment and Assumption Agreement in the form of attached Exhibit "C," which is incorporated by reference. Upon any transfer of any portion of the Campus and the express assumption of Developer's obligations under this Agreement by such Transferee, City agrees to look solely to Transferee for compliance by such Transferee with the provisions of this Agreement as such provisions relate to the portion of the Campus acquired by such Transferee. 4 231 Any such Transferee must be entitled to the benefits of this Agreement as "Developer" hereunder and is subject to the obligations of this Agreement applicable to the parcel(s) transferred. A default by any Transferee only affects that portion of the Campus owned by such Transferee and does not cancel or diminish in any way Developer's rights hereunder with respect to any portion of the Campus not owned by such Transferee. The Transferee is responsible for satisfying the good faith compliance requirements set forth in Section 8 below relating to the portion of the Campus owned by such Transferee, and any amendment to this Agreement between the City and a Transferee must only affect the portion of the Campus owned by such Transferee. 3.4 Resumption of Rights. If Transferee defaults with respect to any provision of this Agreement, Developer may, but is not obligated to, resume Transferee's obligations upon written notification to City. 4. Development of the Campus. The following provisions, in addition to Applicable Rules, govern the development and use of the Campus. However, nothing affects any Existing Development on the Campus which is allowed to continue in its current location and under its current development standards. 4.1 Entitlement to Develop. The Developer is granted the vested right to develop the Project on the Campus subject to the Applicable Rules, the Project Approvals and any Future Approvals. 4.2 Permitted Uses, Density, Height and Dedication of Land for Public Purposes. The permitted and conditionally permitted uses of the Campus as well as the density or intensity of use, the maximum height and size of buildings and provisions for reservation or dedication of land for public purposes are set forth in the Project Approvals and Applicable Rules. 4.3 Development Standards. The Development Standards applicable to the Campus are set forth in the Project Approvals and Applicable Rules. 4.4 Building Regulations. Nothing in this Agreement precludes City from applying changes occurring from time to time in the Building Regulations, provided that such changes (a) are found by City to be necessary to the health or safety of the citizens of the City, (b) are generally applicable to all similar types of property in the City, and (c) do not prevent or unreasonably delay development of the Project in accordance with this Agreement. 4.5 Subsequent Rules. Subsequent Rules cannot be applied by City to any part of the Campus unless Developer gives City written notice of its election to have such Subsequent Rule applied to the Campus, in which case such Subsequent Rule is deemed to be an Applicable Rule. 4.6 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications. 4.6.1 All fees, exactions, mitigation measures, conditions, reservations and dedications of land for public purposes that are applicable to the Project are set forth in the Project Approvals, the Applicable Rules and this Agreement. 4.6.2 Except as otherwise provided in this Agreement, and specifically excluding fees set by entities not controlled by City that are collected by City, City can only charge and 232 impose those fees and exactions, including, without limitation, dedications and any other fee relating to development or the privilege of developing, which are in effect on a City -wide basis as of the Effective Date. 4.6.3 Developer must pay the impact fees pursuant to City Council Resolution Nos. 4443 and 4687. 4.6.4 This Section cannot be construed to limit the authority of City to charge normal and customary application, processing, and permit fees, including legal and environmental processing costs, for land use approvals, building permits and other similar permits, for Future Approvals, which fees are designed to reimburse City's actual expenses attributable to such application, processing and permitting and are in force and effect on a City -wide basis at such time as applications for such approvals are filed with City. 4.6.5 Nexus /Reasonable Relationship Challenges. Developer consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs required by this Agreement or Applicable Rules including, without limitation, any claim that they constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax. 4.7 Use of Easements. Notwithstanding the provisions of the Applicable Rules, easements dedicated for vehicular and pedestrian use are permitted to include easements for underground drainage, water, sewer, gas, electricity, telephone, cable, environmental remediation and other utilities and facilities so long as they do not unreasonably interfere with pedestrian and /or vehicular use. 4.8 Timing of Development. In Pardee Construction Co. v. City of Camarillo (Pardee), 37 Cal.3d 465 (1984), the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of development resulted in a later- adopted initiative restricting the rate of development to prevail against the parties' agreement. City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer has the right, without obligation, to develop the Campus in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment, subject to the Term of this Agreement. In furtherance of the Parties' intent, as set forth in this Section, no future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution or other action, that purports to limit the rate or timing of development over time or alter the sequencing of development phases, whether adopted or imposed by the City Council or through the initiative or referendum process, applies to the Campus. However, nothing in this Section must be construed to limit City's right to enforce Developer's obligation pursuant to this Agreement to provide all infrastructure required by the Project Approvals and this Agreement. Notwithstanding the above, Developer must be required to build the on -site and off -site infrastructure required for the Project in accordance with the Project Milestones and Thresholds that are listed in Exhibit D, attached hereto and incorporated herein by reference. 233 4.9 Moratorium. No City- imposed moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construction of all or any part of the Campus, whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether enacted by the City Council, an agency of City, the electorate, or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use or service (including, without limitation, water and sewer) approved, issued or granted within City, or portions of City, applies to the Campus to the extent such moratorium or other limitation is in conflict with this Agreement. However, the provisions of this Section do not affect City's compliance with moratoria or other limitations mandated by other governmental agencies or court- imposed moratoria or other limitations. 4.10 Infrastructure. 4.10.1 Infrastructure Capaci1y. Subject to Developer's installation of infrastructure in accordance with the requirements of the Project Approvals, this Agreement, and any Future Approvals, City acknowledges that it will have sufficient capacity in its infrastructure, services and utility systems, including, without limitation, traffic circulation, storm drainage, flood control, electric service, sewer collection, sewer treatment, sanitation service and, except for reasons beyond City's control, water supply, treatment, distribution and service, to accommodate the Project. To the extent that City renders such services or provides such utilities, City agrees that it will serve the Project and that there is no restriction on hookups or service for the Project except for reasons beyond City's control. 4.10.2 Infrastructure Phasing Flexibility. Notwithstanding the provisions of any phasing requirements in the Project Approvals or any Future Approvals, Developer and City recognize that economic and market conditions may necessitate changing the order in which the infrastructure is constructed. Therefore, City and Developer agree that should it become necessary or desirable to develop any portion of the Project's infrastructure in an order that differs from the order set forth in this Agreement, Developer and City will collaborate and City will permit any modification requested by Developer so long as the modification continues to ensure adequate infrastructure is available to serve that portion of the Project being developed and is in compliance with Section 4.12 of this Agreement. 4.10.3 Infrastructure Completion. No building permit, final inspection or certificate of occupancy will be unreasonably withheld, conditioned, or delayed by City if all infrastructure required to serve the portion of the Campus covered by the building permit, final inspection or certificate of occupancy is in place or is suitably guaranteed to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of the City before completion of construction and all of the other relevant provisions of the Project Approvals and any Future Approvals are satisfied. 4.10.4 Prevailing Wages. In the event any infrastructure improvements are paid for in whole or in part out of public funds, as contemplated by Labor Code § 1720, Developer must pay prevailing wages for the construction of such improvements to the extent required by Applicable Law. 7 234 4.11 Term. The term of this Agreement is ten (10) years from the Effective Date (the "Term "). However, Developer or City is entitled to, by written notice to the other Party before the Agreement's expiration, one (1) five (5) -year extension, provided that the requesting Party is not in material default of this Agreement at such time beyond any applicable period to cure provided for by Section 12 below. Before the expiration of such five (5) -year extension, the Parties may mutually agree to further extensions. In the event of litigation challenging this Agreement, the Term is automatically suspended for the duration of such litigation and resumes upon final disposition of such challenge and any appeal thereof upholding the validity of this Agreement. In the event that a referendum petition concerning this Agreement is duly filed in such a manner that the ordinance approving this Agreement is suspended, then the Term is deemed to commence upon City Council certification of the results of the referendum election approving this Agreement. 4.12 Term of Map(s) and Other Project Approvals. Pursuant to California Government Code § § 66452.6(a) and 65 863.9, the term of any subdivision or parcel map that has been or in the future may be processed on all or any portion of the Campus and the term of each of the Project Approvals will be extended for a period of time through the scheduled termination date of this Agreement as set forth in Section 4.11 above, including any extensions thereto pursuant to Section 4.11 above. 4.13 Satisfaction of Mitigation Measures and Conditions. In the event that any of the mitigation measures or conditions required of Developer are implemented by others, Developer is conclusively deemed to have satisfied such mitigation measures or conditions, consistent with CEQA. If any such mitigation measures or conditions are rejected by a governmental agency with jurisdiction, Developer may implement reasonably equivalent substitute mitigation, consistent with CEQA, to the City's satisfaction, in lieu of the rejected mitigation measures or conditions. Such substitution is deemed to be a Minor Modification pursuant to the ESSCSP. 4.14 In Lieu Credits. The City must grant Developer in lieu credits, as appropriate, and as specified herein and for those matters set forth on attached Exhibit "E," which is incorporated by reference. 5. Developer Agreements. 5.1 General. Developer must comply, or cause compliance, with: (i) this Agreement; (ii) the Project Approvals including, without limitation, all mitigation measures required by the determination made pursuant to CEQA; and (iii) all Future Approvals for which it is the applicant. 5.2 Maintenance Obligations. Developer must maintain all portions of the Campus visible from a public street and in its possession or control, including improvements thereon, in a clean, neat and orderly manner. Developer's maintenance obligations survive any termination or expiration of this Agreement. 5.3 Sales and Use Tax. 5.3.1 In the event the contract price for any work on the Project is valued at ten million dollars ($10,000,000) or more, Developer agrees to report, on a State Board of Equalization Tax Return, any purchases of tangible personal property made in connection with the finishing of and /or installation of materials, or fixtures for the Project, when such purchases were made without 8 235 sales or use tax due. Developer must indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, Developer must also obtain a permit or a sub - permit from the State Board of Equalization indicating the City as the registered job site location, in accordance with Revenue and Taxation Code § 7051.3 or State Board of Equalization Compliance Policy and Procedure Manual (Section 295.060). 5.3.2 Developer further agrees that if Developer retains contractors or subcontractors to perform a portion of work in the Project, and said contracts or subcontracts are valued at ten million dollars ($10,000,000) or more, said contracts or subcontracts must contain the provisions set forth in Section 5.3.1 above. 5.3.3 The Director of Finance of the City is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 5.3 upon proof to the reasonable satisfaction of the Director of Finance that Developer and /or its contractors or subcontractors have made good faith efforts to obtain said permit or sub - permits, but were denied the same by the State Board of Equalization. 5.4 All new development must have buildings designed to be energy efficient, at least fifteen percent (15 %) above the requirements set forth in California Code of Regulations Title 24 in effect at the time that building plans are submitted. 6. City Agreements. 6.1 Expedited Processing. The City must process in an expedited manner all plan checking, excavation, grading, building, encroachment and street improvement permits, Certificates of Occupancy, utility connection authorizations, and other ministerial permits or approvals necessary, convenient or appropriate for the grading, excavation, construction, development, improvement, use and occupancy of the Project in accordance with City's accelerated plan check process under the Applicable Rules. Without limiting the foregoing, if requested by Developer, City agrees to utilize private planners and plan checkers (upon Developer's request and at Developer's cost) and any other available means to expedite the processing of Project applications, including concurrent processing of such applications by various City departments. 6.2 Processing Cooperation and Assistance. To the extent permitted by law, City must reasonably cooperate with Developer in securing any and all entitlements, authorizations, permits or approvals which may be required by any other governmental or quasi - governmental entity in connection with the development of the Project or the Campus. Without limiting the foregoing, City must reasonably cooperate with the Developer in any dealings with federal, state and other local governmental and quasi - governmental entities concerning issues affecting the Campus. City must keep Developer fully informed with respect to its communications with such agencies which could impact the development of the Campus. City must not take any actions to encourage any other governmental or quasi - governmental entities from withholding any necessary approvals and any such contrary actions on the part of the City must be considered a breach of this Agreement by City. 9 236 6.3 Processing During Third Party Liti ag tion. The filing of any third party lawsuit(s) against City or Developer relating to this Agreement, the Project Approvals, any Future Approvals or to other development issues affecting any portion of the Campus or the Project must not hinder, delay or stop the development, processing or construction of the Project, approval of applications for any Future Approvals, or issuance of ministerial permits or approvals, unless the third party obtains a court order preventing the activity. City must not stipulate to or cooperate in the issuance of any such order. 6.4 Reimbursement for City's Efforts on Behalf of Developer. To the extent that City, on behalf of Developer, attempts to enter into binding agreements with other entities in order to ensure the availability of certain permits and approvals or services necessary for development of the Project as described in this Agreement, Developer must reimburse City for all costs and expenses incurred in connection with seeking and entering into any such agreement. Any fees, assessments or other amounts payable by City pursuant to any such agreement must be borne by Developer except where Developer notified City in writing, before City entering into such agreement, that it does not desire for City to execute such agreement. 6.5 City's Efforts to Defend and/or Enforce Multi Agency Agreements. Except as limited by Section 19.1, Developer must defend and indemnify — the to the extent set forth in this Agreement — City in any challenge by any person to any such agreement, and must reimburse City for any costs and expenses incurred by City in enforcing any such agreement. 7. Traffic Improvements. 7.1 Nash Street. 7.1.1 At such time that the Nash Street connection is required under the terms of the Agreement, Developer must build the Nash Street extension consistent with the General Plan Secondary Arterial roadway classification and as shown on Vesting Map No. 71551. 7.1.2 The Nash Street extension must be completed before Phase II of Vesting Map No. 71551 is recorded or a certificate of occupancy being issued for any new development which would cause the Phase 1 Development trip cap of 89 a.m. peak hour, 225 p.m. peak hour trips, or 3,775 daily trips to be exceeded. 7.1.3 Developer will receive in lieu credit against City's traffic impact fees for the actual cost of construction of the Nash Street extension. Developer must submit appropriate documentation to City to verify the construction costs. 7.1.4 When the Nash Street extension is complete, Developer must offer for dedication the street and public improvements associated with the street to City (collectively, "Nash Street Improvements "). 7.1.5 When City accepts the Nash Street extension and improvements, Developer will not be responsible for maintenance of the public street improvements including, without limitation, sidewalks, signs, roadways, street lights, and lighting fixtures. Public use of the Nash Street extension is not permitted until City accepts such dedication. 10 237 7.1.6 Developer agrees to cooperate with City in creating a landscaping and lighting assessment district to cover only the maintenance costs of the landscape and lighting portion of the Nash Street improvements and will not protest the formation of any such district. The costs of the assessment engineer and other direct set -up costs of the assessment district will be included in the assessment costs to be levied against the affected properties. 7.2 Continental Boulevard Public Access. 7.2.1 Developer must build the extension of the Continental Boulevard roadway located on Parcel 25 consistent with the General Plan Secondary Arterial roadway classification (as shown on Vesting Map No. 71551) before Phase II of Vesting Map No. 71551 is recorded. The Developer must build the extension of the Continental Boulevard roadway located on Parcel 21 consistent with the General Plan Collector roadway classification (as shown on Vesting Map No. 71551) before Phase III of Vesting Map No. 71551 is recorded. 7.2.2 Continental Boulevard, and the extension thereof, must remain a private roadway, except as specified in Sections 7.2.3 and 7.2.4 below. The private roadway may be fenced, and /or guarded and /or gated. 7.2.3 If at any time buildings along Continental Boulevard are sold, leased, or used by any third party (i) that is not an affiliate of Raytheon; or (ii) does not use or operate the buildings in furtherance of Raytheon's business operations, Developer must provide a public access easement to City for this street. For purposes of this section, an affiliate includes a subsidiary or partner of Raytheon. 7.2.4 Notwithstanding Section 7.2.3, Developer may offer Continental Boulevard to City for dedication. If City accepts Continental Boulevard and its improvements, Developer will not be responsible for maintenance of the public street improvements including, without limitation, sidewalks, signs, roadways, street lights, and lighting fixtures. 7.2.5 Developer agrees to cooperate with City in creating a landscaping and lighting assessment district to cover only the maintenance costs of the landscape and lighting portion of the Continental Boulevard improvements and will not protest the formation of any such district. The costs of the assessment engineer and other direct set -up costs of the assessment district will be included in the assessment costs to be levied against the affected properties. 7.2.6 Developer agrees to a 20 -year irrevocable offer of dedication to the City of Parcel 26 of Vesting Map No. 71551. This dedication may be accepted by the City at such time the City permits circulation through the adjacent golf course and that portion of Continental Boulevard connecting Parcel 26 and El Segundo Boulevard is made accessible to the public. 7.3 El Segundo Boulevard Improvements, 7.3.1 Developer must complete the El Segundo Boulevard roadway improvements consistent with the General Plan Major Arterial classification and as shown on Vesting Map No. 71551, based on the following phasing criteria: 11 238 7.3.1.1 If either Parcel 15 or 16 of Vesting Map No. 71551 is developed, the required roadway improvements must be completed on the El Segundo Boulevard frontage of both Parcels 15 and 16 before City issues a certificate of occupancy for any new building in that area. 7.3.1.2 If Parcel 14 of Vesting Map No. 71551 is developed, the required roadway improvements must be completed on the El Segundo Boulevard frontage of Parcel 14 before City issues a certificate of occupancy for any new building in that area. 7.3.1.3 If Parcels 1, 2, 3, or 4 of Vesting Map No. 71551 are developed, then the required roadway improvements must be completed on the El Segundo Boulevard frontage for all parcels within the Specific Plan area with El Segundo Boulevard frontage before City issues a certificate of occupancy for any new building in such areas. 7.3.2 Developer is responsible for all construction costs relating to the El Segundo Boulevard roadway improvements, including the cost of roadway construction, retaining walls, pole relocation and Class 1 bicycle path (see Section 7.4), except as specified below. 7.3.2.1 Notwithstanding the above, Developer is not responsible for relocation of any infrastructure that is not directly on the El Segundo Boulevard frontage and located within the Campus. The SCE towers at the corner of El Segundo and Sepulveda Boulevards are specifically excluded from Developer's responsibility under this Section 7.3.2. 7.3.2.2 Developer is entitled to receive in lieu credit against City's traffic impact fees for the actual cost of construction of the El Segundo Boulevard improvements. Developer must submit documentation acceptable to City to verify the construction costs. No credit will be given for the value of the land area required for the El Segundo Boulevard widening. 7.3.2.3. Developer's costs will be offset by any grants provided to City for such improvements by any outside agency. City must use its best efforts to seek any and all available grants. 7.3.3 As an alternative to construction, Developer may pay a portion of the required traffic mitigation fees as a lump sum. This lump sum would cover the costs of El Segundo Boulevard improvements located in the plan area within 275 feet east of the Sepulveda Boulevard intersection. This area includes three (3) utility poles Developer has identified as having significant relocation costs. This lump sum would be required before the first building permit for new development in the Campus is issued. The amount of the lump sum will be based on a revised estimate of the costs associated with improvements within the El Segundo Boulevard right -of -way where Developer would like City to proceed with improvements instead of the Developer. 7.4 El Se iirido Boulevard Bic cle Path. 7.4.1 Developer must construct a Class 1 bicycle path on El Segundo Boulevard during the same period in which the El Segundo Boulevard Improvements discussed in Section 7.3 above are installed, subject to the following: 12 239 7.4.1.1 For lots with frontage on that portion of El Segundo Boulevard located east of the future extension of Continental Boulevard and west of the future extension of Nash Street, the bicycle path may be located within the required building setback areas as long as a five foot distance is maintained between the bicycle path and any building or structure. 7.4.1.2 In order to facilitate the 4th travel lane under the Green -Line light rail overpass, the El Segundo Boulevard bike path must be routed south of the overpass supports and through the Metro Station area. An easement must be provided over Parcel 14 of Vesting Map No. 71551 to allow this routing. No building setback modifications are required due to such rerouting as long as a five foot distance between the bicycle path and any building is maintained. 7.4.1.3 Developer is not responsible for the cost of relocation any infrastructure that is not directly on the El Segundo Boulevard frontage of the Campus, including without limitation, the SCE tower at the corner of El Segundo and Sepulveda Boulevards. 7.4.2 Developer is entitled to receive in lieu credit against City's traffic impact fees for the actual cost of construction of the El Segundo Boulevard bicycle path. Developer must submit documentation acceptable to City to verify the construction costs. No credit will be given for the value of the land area under the El Segundo Boulevard bike path. 7.4.3 Developer's costs will be offset by any grants provided to the City of El Segundo by any outside agency relating to the construction of the bicycle path along El Segundo Boulevard. 7.5 Nash Street Extension Bicycle Lane. 7.5.1 At such time as the Nash Street Extension must be completed pursuant to Section 7.1.2 above, Developer must construct a Class II bicycle lane in each direction of the Nash Street extension. 7.5.2 The Class II bicycle lane will be integrated into the Nash Street roadway. 7.5.3 Construction costs for the bicycle lane are considered to be part of the overall Nash Street roadway extension and are Developer's responsibility. 7.5.4 The width of the Class II bicycle lanes are included within the overall Right of Way width of the Nash Street Extension. This is illustrated in the Vesting Map No. 71551 exhibit entitled "Typical Section: Secondary Arterial Street." No additional public right -of -way will be required for the bicycle lane. 7.6 Green Line Station. 7.6.1 Developer must pay $75,000 towards the construction of bicycle parking facilities at or adjacent to the Metro Green Line El Segundo Station. The $75,000 payment must be made before City issues a certificate of occupancy for any building included in Phase II. Developer is entitled to receive in lieu credit against City's traffic impact fees for this payment. 13 are 7.6.2 Developer must allow a pedestrian easement across one or a combination of Parcels 13, 14 and /or 24 of Vesting Map No. 71551 to allow direct pedestrian access to the Green Line station. The walkway must be completed before a certificate of occupancy is issued for any building on Parcel 13 or 14. The walkway must be paved and compliant with ADA requirements with a minimum width of five feet. 7.7 Coral Circle Connection. Developer agrees to provide City with a 20 -year irrevocable offer of dedication of Parcels 20 and 22 of Vesting Map No. 71551. This dedication may be accepted by City at such time City enters agreements with adjacent landowners located at 363 -365 Coral Circle and 401 Coral Circle to obtain public street access across their property for a roadway to connect Nash Street to Coral Circle. The offer of dedication will allow for fee simple ownership of Parcels 20 and 22 to be transferred to the owners of 363 -365 Coral Circle and 401 Coral Circle, and a public street dedication for a portion of the two parcels to the City for a roadway consistent with the "Local Commercial Street" General Plan Circulation Element Street Classification. 7.8 Traffic Fee In Lieu Credits. Except as otherwise specified herein, Developer will be entitled to in lieu credits against the City's traffic impact fees for all required traffic mitigation measures within the City of El Segundo's jurisdiction that are constructed or paid by Developer. Developer is not entitled to any in lieu credits for mitigation measures outside of the City's jurisdiction. 8. Utilities 8.1 City must maintain all City -owned public utilities located in public or private streets within the Campus. Any utilities located on private property must be the responsibility of Developer, or its successor in interest. 8.2 City is contemplating a capacity upgrade in the El Segundo sewer line. 8.2.1 Up to 2,142,457 gross square feet of development, the total amount of new development allowed by the Specific Plan, must be able to access sewer service in the El Segundo Boulevard sewer trunk line after completion of the sewer line upgrade provided that Developer contributes twenty -five percent (25 %) up to a maximum amount of $375,000.00 toward completion of the sewer upgrade. 8.2.2 Developer must make its contribution at the time the City awards the sewer improvement project, but no later than December 31, 2018, for Developer to obtain access to the El Segundo Boulevard sewer trunk line. 8.2.3 Upon payment, City must reserve a portion of the available capacity in the existing fifteen inch (15 ") line up to a net increase of 30,212 gallons per day for Developer and Developer is entitled to connect to the existing line through a temporary sewer connection. Developer is entitled to make a permanent connection to the upgraded line once the sewer capacity upgrade project is completed. 9. Recreational Access. 14 241 9.1 The Specific Plan provides for 7.54 acres of land to be used for Open Space and Recreational purposes. This land must remain private and only available to Raytheon employees. However, should Developer sell more than twenty percent (20 %) of ESSCSP Campus Area (i.e., at least 28.44 acres), to a user other than Raytheon or a Raytheon affiliate, Developer must provide non - Raytheon or Raytheon affiliated employees within the ESSCSP area with permanent access to the 7.54 -acre recreational area within the Campus. The access must be formalized through agreements between Raytheon and the purchaser(s) of the property. 9.2 Within 30 days of approval of a land transfer of the recreational /open space area to an alternative parcel and before a building permit may be issued on Parcel 11, the Developer must record a 20 -year irrevocable offer of dedication of the 7.54 acre recreational /open space area to the City of El Segundo, in a form approved by the City Attorney, for future potential park purposes if located on any of the lots (Parcels 1, 2, 3, 4, 7, 8, 13 or 14 of Vesting Map No. 71551) and outside the Raytheon security fenced perimeter. 10. Payments after Approval. 10.1 Six Annual Pa m� The Developer must make one annual payment of $500,000 and five subsequent annual payments of $700,000 each to the City. Payments will start on March 31, 2016 and occur annually on March 31St, with the final payment due on March 31, 2021. These payments will be deposited to the City's General Fund and may be used for any general purpose identified by the City Council in its sole discretion. The total amount of the six payments is $4,000,000. 10.2 Payment in Year 10. If the Nash Street extension, identified in Section 7. 1, is not completed within 10 years of the effective date of the City Council Ordinance approving the Specific Plan and related entitlements, then the Developer is required to make a $5,000,000 payment not later than the anniversary date that the Ordinance became effective (e.g., if the Ordinance became effective December 1, 2015, then payment would be due not later than December 2, 2025). This payment will be deposited to the City's General Fund and may be used for any general purpose identified by the City Council in its sole discretion. 10.3 Building Permit Fee. Before building permits are issued for any new development (not existing at time of project approval) in the project area, the Developer must pay a $0.50 per gross square -foot fee. All revenue from this fee will be deposited to the City's General Fund and may be used for any general purpose identified by the City Council in its sole discretion. 11. Uniform Codes and Standard Specifications 11.1 Nothing in this Agreement prevents City from applying Uniform Codes to the Project provided that the provisions of any such Uniform Code: 15 242 11.1.1 apply to the Project only to the extent that such code is in effect on a City wide basis; 11.1.2 with respect to those portions of any such Uniform Code that have been adopted by City without amendment, be interpreted and applied in a manner consistent with the interpretation and application of such code pursuant to California Law. 11.2 Nothing in this Agreement prevents City from applying to the Project "standard specifications" for public improvements (e.g., streets, storm drainage, parking lot standards, driveway widths) as the same may be adopted or amended from time to time by City, provided that the provisions of any such standards and specifications apply only to the extent they are in effect on a Citywide basis and do not conflict with standards contained in the Specific Plan. As they concern the Project or the Project Site, to the extent any City Law or other City ordinance, regulation, standard, or specification conflicts with the Specific Plan, the Specific Plan controls unless otherwise provided herein. 11.3 State and Federal Law. As provided in Government Code § 65869.5, in the event that state or federal laws or regulations, enacted after the Vesting Date ( "Changes in the Law ") prevent or preclude compliance with one or more provisions of this Agreement, such provisions of the Agreement will be, by operation of law, modified or suspended, or performance thereof delayed, as and to the extent necessary to comply with such Changes in the Law. In the event any state or federal resources agency (i.e., California Department of Fish and Game, U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers, Regional Water Quality Control Board /State Water Resources Control Board), in connection with its final issuance of a permit or certification for all or a portion of the Project, imposes requirements ( "Permitting Requirements ") that require modifications to the Project, then the parties will work together in good faith to incorporate such changes into the Project; provided, however, that if Developer appeals or challenges any such Permit Requirements, then the parties may defer such changes until the completion of such appeal or challenge. 12. Demonstration of Good Faith Conipliancc 12.1 Review of Compliance. In accordance with Government Code § 65865.1, this Section 12 and the Applicable Rules, once each year, on or before each anniversary of the Effective Date ( "Periodic Review "), the Director will review the extent of Developer's good faith substantial compliance with the terms and provisions of this Agreement as well as the performance by the City of its obligations under this Agreement. 12.2 Good Faith Compliance. During each Periodic Review, Developer must demonstrate that, during the preceding twelve (12) month period, that it has been in good faith compliance with this Agreement. For purposes of this Agreement, the phrase "good faith compliance" means that Developer has demonstrated that it acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith in and has substantially complied with Developer's material obligations under this Agreement. 12.3 City Report - Information to be Provided to Developer. At least fourteen (14) days before the annual anniversary of the Effective Date the City must deliver to Developer a copy of 16 243 all staff reports prepared in connection with a Periodic Review, any prior staff reports generated during the review period, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review ( "City Report"). 12.4 Developer's Report. No later than the annual anniversary of the Effective Date, Developer must submit a written status report to the Director addressing the good faith compliance issue and any issues raised by the City Report provided to Developer in accordance with Section 12.3 above. 12.5 Notice Of Non - Compliance; Cure Rights. If, after reviewing the Developer's Report, the Director reasonably concludes on the basis of substantial evidence that as to any parcel or parcels comprising the Campus, Developer has not demonstrated that it is in good faith compliance with this Agreement the Director may issue and deliver to Developer a written Notice of Violation as set forth in Section 14 below. 12.6 Public Notice of Finding. Any appeal of the Director's determination (including any appeal by Developer) must be filed within twenty (20) days following such decision. Filing such an appeal tolls the cure period specified in the Notice of Violation. Notwithstanding Section 17, an appeal regarding the Notice of Violation must be heard directly by the City Council at a duly- noticed public hearing and the City Council must issue a final decision. Not in limitation of the forgoing, Developer retains the right to challenge City's issuance of any final decision pursuant to Code of Civil Procedure § 1094.5 without complying with the procedures set forth in Section 13.4 below. 12.7 Failure of Periodic Review. The City's failure to review, at least annually, compliance by Developer with the terms and conditions of this Agreement does not constitute nor can it be asserted by any Party as a breach by any other Party of this Agreement. If the City fails to provide the City Report by the Effective Date, Developer will be deemed to be in good faith compliance with this Agreement. 13. Excusable Delays. Performance by any Party of its obligations in this Agreement is excused during any period of "Excusable Delay," as defined, provided that the Party claiming the delay gives notice of the delay to the other Party as soon as reasonably possible after the same has been ascertained. For purposes hereof, Excusable Delay means delay that directly affects, and is beyond the reasonable control of, the Party claiming the delay, including without limitation: (a) civil commotion; (b) riot; (c) strike, picketing or other labor dispute; (d) shortage of materials or supplies; (e) damage to work in progress or delays by reason of fire, flood, including flood due to rains, earthquake, windstorm, or other casualty; (f) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or mandated by a governmental entity other than City; (g) litigation brought by a third party attacking the validity of a Project Approval, a Future Approval or any other action necessary for development of the Campus; (h) delays caused by any default by the other Party; or (i) delays due to the presence or remediation of hazardous materials. The Term of this Agreement, including any extensions, will automatically be extended by any period of Excusable Delay. 14. Default Provisions. 17 244 14.1 Default. Either Party to this Agreement will have breached this Agreement if it materially breaches any of the provisions of this Agreement and the same is not cured within the time set forth in a written notice of violation (the "Notice of Violation ") from the non - breaching Party to the breaching Party, which period of time is not less than ten (10) days following receipt of written notice from the non - breaching Party for monetary defaults, and not less than sixty (60) days following receipt of written notice from the non - breaching Party for non - monetary defaults from the date that the notice is deemed received, provided if the breaching Party cannot reasonably cure a non - monetary default within the time set forth in the notice, then the breaching Party will not be in default if it commences to cure the default within such time limit and diligently effects such cure thereafter. If City determines that a default may have occurred, City may choose to terminate this Agreement in which case it must give written notice to Developer of its intention to terminate and comply with the notice and public hearing requirements of Government Code §§ 65867 and 65868. At the time and place set for the hearing on termination, Developer will be given an opportunity to be heard. If the City Council finds based upon the evidence that Developer is in breach of this Agreement, the City Council may modify or terminate this Agreement; provided, however, if Developer initiates a resolution of dispute in accordance with the provisions of Section 14.4 below within sixty (60) days following the City Council's determination that Developer is in breach of this Agreement, the City Council's decision to modify or terminate this Agreement is stayed until the issue has been resolved through informal procedures, mediation, or court proceedings. 14.2 Content of Notice of Violation_. Every Notice of Violation must state with specificity that it is given pursuant to this Section of the Agreement, the nature of the alleged breach, (including references to the pertinent provisions of this Agreement), the portion of the Campus involved, and the manner in which the breach may be satisfactorily cured. Notice must be given in accordance with Section 23 hereof. 14.3 Remedies for Breach. The Parties agree that the remedies for breach of this Agreement are limited to the remedies expressly set forth in this subsection. The remedies for breach of this Agreement by City or Developer are limited to injunctive relief and /or specific performance. 14.4 Resolution of Disputes. City and Developer agree to attempt to settle any claim, dispute or controversy arising from this Agreement through consultation and negotiation in good faith and in a spirit of mutual cooperation. If those attempts fail, the dispute may be mediated by a mediator chosen jointly by City and Developer within thirty (3 0) days after notice by one of the parties demanding non - binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, and City and Developer will share the cost of the mediation equally. The parties may agree to engage in some other form of non - binding alternate dispute resolution ( "ADR ") procedure in lieu of mediation. Any dispute that cannot be resolved between the parties through negotiation or mediation within two months after the date of the initial demand for non- binding mediation may then be submitted to a court of competent jurisdiction in the County of Los Angeles, California. 14.5 Attome s Fees and Costs. Each party to this Agreement agrees to waive any entitlement of attorneys' fees and costs incurred with respect to any dispute arising from this 18 245 Agreement. The parties will each bear their own attorneys' fees and costs in the event of any dispute. 15. Mortgagee Protection. This Agreement does not prevent or limit the Developer, in any manner, at Developer's sole discretion, from encumbering the Campus or any portion thereof or any improvements thereon by any mortgage, deed of trust or other security device. City acknowledges that the lender(s) providing such financing ( "Mortgagee ") may require certain Agreement interpretations and agrees, upon request, from time to time, to meet with Developer and representatives of such lender(s) to provide within a reasonable time period City's response to such requested interpretations. City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof, including without limitation the purchaser at a judicial or non judicial foreclosure sale or a person or entity who obtains title by deed -in -lieu of foreclosure on the Campus must be entitled to the following rights and privileges: 15.1 Mortgap—e_Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement will defeat, render invalid, diminish, or impair the priority of the lien of any mortgage or deed of trust on the Campus made in good faith and for value. No Mortgagee has an obligation or duty under this Agreement to perform Developer's obligations, or to guarantee such performance, before taking title to all or a portion of the Campus. 15.2 Request for Notice to MgAgamee. The Mortgagee of any mortgage or deed of trust encumbering the Campus, or any part thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices, is entitled to receive a copy of any Notice of Violation delivered to the Developer. 15.3 Mortgagee's Time to Cure. City must provide a copy of any Notice of Violation to the Mortgagee within ten (10) days of sending the Notice of Violation to Developer. The Mortgagee has the right, but not the obligation, to cure the default for a period of sixty (60) days after receipt of such Notice of Violation or such longer period of time as may be specified in the Notice. Notwithstanding the foregoing, if such default is a default which can only be remedied by such Mortgagee obtaining possession of a Campus, or any portion thereof, and such Mortgagee seeks to obtain possession, such Mortgagee has until sixty (60) days after the date of obtaining such possession to cure or, if such default cannot reasonably be cured within such period, to commence to cure such default, provided that such default is cured no later than one (1) year after Mortgagee obtains such possession. 15.4 Cure Rights. Any Mortgagee who takes title to all of the Campus, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, will succeed to the rights and obligations of Developer under this Agreement as to the Campus or portion thereof so acquired; provided, however, in no event is such Mortgagee liable for any defaults or monetary obligations of Developer arising before acquisition of title to the Campus by such Mortgagee, except that any such Mortgagee is not entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary or non - monetary obligations due under this Agreement for the Campus, or portion thereof acquired by such Mortgagee, have been satisfied. 19 246 15.5 Bankruptcy. If any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving Developer, the times specified in Section 14.3 above will be extended for the period of the prohibition, except that any such extension cannot extend the Term of this Agreement. 15.6 Disaffirmation. If this Agreement is terminated as to any portion of the Campus by reason of (i) any default or (ii) as a result of a bankruptcy proceeding, this Agreement is disaffirmed by a receiver, liquidator, or trustee for Developer or its property, City, if requested by any Mortgagee, will negotiate in good faith with such Mortgagee for a new development agreement for the Project as to such portion of the Campus with the most senior Mortgagee requesting such new agreement. This Agreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this Section. 16. Estoppel Certificate. At any time and from time to time, Developer may deliver written notice to City and City may deliver written notice to Developer requesting that such Party certify in writing that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties; (ii) this Agreement has not been amended, or if amended, the identity of each amendment; and (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach. The Party receiving such a request must execute and return the certificate within thirty (30) days following receipt of the notice. The failure of City to deliver such a written notice within such time constitutes a conclusive presumption against City that, except as may be represented by Developer, this Agreement is in full force and effect without modification, and that there are no uncured defaults in the performance of the Developer. The Director is authorized to execute, on behalf of City, any Estoppel Certificate requested by Developer. City acknowledges that a certificate may be relied upon by successors in interest to Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Campus in which that Developer has a legal interest. 17. Administration of Agreement. 17.1 Appeal of Determinations. Any decision by City staff concerning the interpretation or administration of this Agreement or development of the Campus in accordance herewith may be appealed by Developer to the Planning Commission, and thereafter, if necessary, to the City Council pursuant to the El Segundo Municipal Code. Developer cannot seek judicial review of any staff decision without first having exhausted its remedies pursuant to this Agreement. Final determinations by the City Council are subject to judicial review subject to the restrictions and limitations of California law. 17.2 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the Term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they will effectuate such clarification through a memoranda approved in writing by City and Developer (the "Operating Memoranda "), which, after execution, will be attached hereto and become part of this Agreement 20 247 and the same may be further clarified from time to time as necessary with future written approval by City and Developer. Operating Memoranda are not intended to and do not constitute an amendment to this Agreement but are mere ministerial clarifications, therefore public notices and hearings are not required. The City Attorney is authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 18 below. The authority to enter into such Operating Memoranda is hereby delegated to the Director, and the Director is hereby authorized to execute any Operating Memoranda hereunder without further City Council action. 17.3 Certificate of Performance. Upon the completion of the Project, or the completion of development of any parcel within the Project, or upon completion of performance of this Agreement or its earlier revocation and termination, City must provide Developer, upon Developer's request, with a statement ( "Certificate of Performance ") evidencing said completion or revocation and the release of Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance must be signed by the appropriate agents of Developer and City and be recorded in the official records of Los Angeles County, California. Such Certificate of Performance is not a notice of completion as referred to in Civil Code § 3093. 18. Amendment or Termination by Mutual Consent. Except as otherwise set forth herein, this Agreement may only be amended or terminated, in whole or in part, by mutual consent of City and Developer, and upon compliance with the provisions of Government Code §§ 65867 and 65867.5. 19. Indemnification/Defense. 19.1 Indemnification. Developer agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from the City's approval of Project, this Agreement, Developer's performance of this Agreement, and all procedures with approving this Agreement (collectively, "Discretionary Approvals "), except to the extent such is a result of the City's sole negligence or intentional misconduct. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Discretionary Approvals, Developer agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise, except to the extent such action is a result of the City's sole negligence or intentional misconduct. For purposes of this Section "the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. 19.2 Defense of Agreement. If City accepts Developer's indemnification and defense as provided in Section 19.1 above, City agrees to and must timely take all actions which are necessary or required to uphold the validity and enforceability of this Agreement, the Discretionary Approvals, Project Approvals, Development Standards and the Applicable Rules. This Section 19 will survive the termination of this Agreement. 20. Cooperation in the Event of Legal Challenge. 21 .; 20.1 Third Party Challenges. In the event of any administrative, legal or equitable action or other proceeding instituted by any person or entity not a party to the Agreement challenging the validity of any provision of this Agreement, challenging any Approval, or challenging the sufficiency of any environmental review of either this Agreement or any Approval under CEQA (each a "Third Party Challenge "), each party must cooperate in the defense of such Third Party Challenge, in accordance with this Section. Developer agrees to pay City's costs of defending a Third Party Challenge, including all court costs and reasonable attorney's fees expended by City (including the time and cost of the City Attorney) in defense of any Third Party Challenge, as well as the time of City's staff spent in connection with such defense. Developer may select its own legal counsel to represent Developer's interests in any Third Party Challenge at Developer's sole cost and expense. City agrees that it will not enter into a settlement agreement to any Third Party Challenge without Developer's written consent. Developer's obligation to pay City's costs in the defense of a Third Party Challenge does not extend to those costs incurred on appeal unless otherwise authorized by Developer in writing. 20.2 Third Party Challenges Related to the Applicability City Laws. The provisions of this Section will apply only in the event of a legal or equitable action or other proceeding, before a court of competent jurisdiction, instituted by any person or entity not a party to the Agreement challenging the applicability to the Project or Project Site of a conflicting City Law (a "Third Party Enforcement Action "): 20.2.1 In the event of a Third Party Enforcement Action, City must (i) promptly notify Developer of such action or proceeding, and (ii) stipulate to Developer's intervention as a party to such action or proceeding unless Developer has already been named as a respondent or real party in interest to such action or proceeding. In no event will City take any action that would frustrate, hinder, or otherwise complicate Developer's efforts to intervene, join or otherwise participate as a party to any Third Party Enforcement Action. As requested by Developer, City must use its best efforts to ensure that Developer is permitted to intervene, join or otherwise participate as a party to any Third Party Enforcement Action. If, for any reason, Developer is not permitted to intervene, join or otherwise participate as a party to any Third Party Enforcement Action, the parties to this Agreement agree to cooperate, to the maximum extent permitted by law, in the defense of such action or proceeding. For purposes of this Section, the required cooperation between the parties includes, without limitation, developing litigation strategies, preparing litigation briefs and other related documents, conferring on all aspects of the litigation, developing settlement strategies, and, to the extent permitted by law, jointly making significant decisions related to the relevant litigation, throughout the course thereof. 20.2.2 City's costs of defending any Third Party Enforcement Action, including all court costs, and reasonable attorney's fees expended by City (including the time and cost of the City Attorney) in defense of any Third Party Enforcement Action, as well as the time of City's staff spent in connection with such defense (the "Enforcement Action Defense Costs), will be paid in accordance with this Agreement. Notwithstanding the forgoing, in no event will the Enforcement Action Defense Costs extend to, nor will Developer or the Project be obligated to pay, any costs incurred on appeal unless otherwise authorized by Developer in writing; 20.2.3 City must not enter into a settlement agreement or take any other action to resolve any Third Party Enforcement Action without Developer's written consent. City cannot, 22 249 without Developer's written consent, take any action that would frustrate, hinder or otherwise prevent Developer's efforts to settle or otherwise resolve any Third Party Enforcement Action. 20.2.4 Provided that City complies with this Section and provided that Developer is a party to the relevant Third Party Enforcement Action, Developer agrees to be bound by any final judgment (i.e., following all available appeals) arising out of a Third Party Enforcement Action and further agrees that no default under this Agreement will arise if such final judgment requires City to apply to the Project or Project Site a City Law that conflicts with Applicable Rules or this Agreement. 21. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 22. Effective Date. This Agreement becomes operative on the Effective Date. 23. Notices. Any notice that a party is required or may desire to give the other must be in writing and may be sent by: i) personal delivery; or ii) by deposit in the United States mail, postage paid, registered or certified mail, return receipt requested; or iii) by overnight delivery using a nationally recognized overnight courier, providing proof of delivery; or iv) by facsimile or electronic delivery, evidenced by confirmed receipt, addressed as follows (subject to the right of a party to designate a different address for itself by notice similarly given): If to City: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: City Manager Phone: 310 524 -2301 Fax: 310 322 -7137 E -Mail: gcarpenter @elsegundo.org With a Copy to: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: Director of Planning and Building Safety Phone: 310 524 -2346 Fax: 310 322 -4167 E -mail: slee @elsegundo.org With a Copy to: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: Planning Manager Phone: 310 524 -2340 Fax: 310 322 -4167 Email: kchristensen @elsegundo.org 23 250 With a Copy to: Hensley Law Group 2600 W. Olive Avenue, Suite 500 Burbank, California 91505 Attention: Mark D. Hensley, Esq. Phone: 818/333 -5120 Fax: 818/333 -5121 E- Mail: mhensley @hensleylawgroup.com If to Developer: Raytheon Company 2000 El Segundo Boulevard Mail Station 5158 El Segundo, California 90245 Attention: Director of Facilities and Real Estate Phone: 310/647 -8880 Fax: 310/647 -9348 E -Mail: scott _pozza @raytheon.com With a Copy to: Raytheon Company 2000 El Segundo Boulevard Mail Station S 175 El Segundo, California 90245 Attention: Senior Manager of Real Estate Phone: 310/647 -2567 Fax: 310/647 -9348 E -Mail: aadwns 1 @raytheon.com With a Copy to: Raytheon Company 870 Winter Street Waltham, MA 02451 Attention: Real Estate Department Phone: 781/522-3062 Fax: 781/522 -6465 Email: ferry a celkiccikD -aytheon.com Any notice given by mail is deemed to have been given as of the date of delivery (whether accepted or refused) established by United States Post Office, return receipt, or the overnight carrier's proof of delivery, as the case may be. Notices given in any other manner are effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m., local time of the recipient, of any business day with delivery made after such hours deemed received the following business day. A party's address may be changed by written notice to the other party effective upon actual receipt of such notice. After a transfer of all or a portion of the Campus pursuant to Sections 3.2 and 3.3, Developer must be copied on all correspondence whether by City or Transferee relating to such transferred property. 24 251 24. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and supersedes in its entirety all prior agreements or understandings, oral or written. This Agreement cannot be amended, except as expressly provided herein 25. Waiver. No waiver of any provision of this Agreement constitutes a waiver of any other provision, whether or not similar; nor must any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver is binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 26. Ambiguities or Uncertainties. The parties hereto have mutually negotiated the terms and conditions of this Development Agreement and this has resulted in a product of the joint drafting efforts of both parties. Neither party is solely or independently responsible for the preparation or form of this Agreement. Therefore, any ambiguities or uncertainties are not to be construed against or in favor of either party. 27. Supersession of Subsequent Laws of Judicial. Action. The provisions of this Agreement must, to the extent feasible, be modified or suspended as may be necessary to comply with any new law or decision issued by a court of competent jurisdiction, enacted or made after the effective date which prevents or precludes compliance with one or more provisions of this Agreement. Immediately after enactment of any such new law, or issuance of such decision, the parties must meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement. 28. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement is effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 29. Relationship of the Parties. Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of any other Party in any respect. Nothing contained herein or in any document executed in connection herewith must be construed as creating the relationship of partners, joint ventures or any other association of any kind or nature between City and Developer, jointly or severally. 30. No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person or party must have any right of action based upon any provision of this Agreement. 31. Recordation of Agreement and Amendments. This Agreement and any amendment thereof must be recorded with the County Recorder of the County of Los Angeles by the City Clerk of City. 32. Cooperation Between City and Developer. City and Developer will execute and deliver to the other all such other and further instruments and documents as may be reasonably necessary to carry out the purposes of this Agreement. Upon satisfactory performance by Developer, and subject to the continuing cooperation of the Developer, City will commence and in a timely manner 25 252 proceed to complete all steps necessary for the implementation of this Agreement and development of the Project or Campus in accordance with the terms of this Agreement. 33. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they do not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Applicable Rules or the Project Approvals or any Future Approvals, the provisions of this Agreement control. 34. Governing Law and Venue. This Agreement is made, entered into, and executed in the County of Los Angeles, California, and the laws of the State of California govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this Agreement must be filed in the appropriate court having jurisdiction in the County of Los Angeles. 35. Counterparts. This Agreement may be executed in multiple counterparts, each of which must be deemed an original, but all of which constitute one and the same instrument. 36. Weokend/Holiday Dates. Whenever any determination is to be made or action to be taken on a date specified in this Agreement, if such date falls upon a Saturday, Sunday or other holiday specified in Government Code § 6700, including the entire day on Good Friday, the date for such determination or action must be extended to the first business day immediately thereafter. 37. Not a Public Dedication. Except as otherwise expressly provided herein, nothing herein contained is a gift or dedication of the Campus, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property. Developer has the right to prevent or prohibit the use of the Campus, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose which is not consistent with the development of the Project. Any portion of the Campus conveyed to the City by the Developer as provided herein can be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City will not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Campus that would deprive the Developer of the material benefits of this Agreement, or would in any manner interfere with the development of the Project as contemplated by this Agreement. 38. Releases. City agrees that upon written request of Developer and payment of all fees and performance of the requirements and conditions required by Developer by this Agreement, the City must execute and deliver to Developer appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Los Angeles County Recorder's Office or as otherwise may be necessary to effect the release. 26 253 39. Consent. Where the consent or approval of City or Developer is required or necessary under this Agreement, the consent or approval will not be unreasonably withheld, delayed or conditioned. IN WITNESS WHEREOF, Developer and City of El Segundo have executed this Development Agreement on the date first above written. ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney C CITY: CITY OF EL SEGUNDO, a municipal corporation L'In Mayor Karl H. Berger, Assistant City Attorney DEVELOPER: RAYTHEON COMPANY Its: 27 254 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 A -1 255 EXHIBIT B EXISTING DEVELOPMENT Building Use Net Square Footage 1,055,479 E -1 Office, Lab /R &D, Warehouse E -2 Office, Lab /R &D, Warehouse 41,518 E -3 Office, Lab /R &D, Warehouse 35,137 E -4 Office, Lab /R &D, Warehouse 642,871 E -5 Office, Lab /R &D, Warehouse 24,865 E -6 Office 2,261 E -7 Office, Lab /R &D, Warehouse 54,924 E -20 Storage 7,076 E -21 Office, Warehouse 4,500 E -23 Restrooms 2,330 E -24 Recreation 1,530 Rain Shelter Rain Shelter 2,100 1,874,591 I s 256 EXHIBIT C Recording Requested By and When Recorded Mail To: Raytheon Company [address and attention] ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is made and entered into by and between Raytheon Company, ( "Assignor "), and , a— ( "Assignee "). RECITALS A. The City of El Segundo ( "City ") and Assignor entered into that certain Development Agreement dated , 2015 (the "Development Agreement "), with respect to the real property located in the City of El Segundo, State of California more particularly described in Exhibit "A" attached hereto (the "Project Site "), and B. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of _ for the Project Site (collectively, the "Project Approvals "). C. Assignor intends to sell, and Assignee intends to purchase that portion, of the Project Site more particularly described in Exhibit `B" attached hereto (the "Transferred Property "). D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property. THEREFORE, the parties agree as follows: 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee hereby accepts such assignment from Assignor. 2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property, including without limitation those obligations specifically allocated to the Transferred Parcel as set forth on Exhibit "C" attached hereto. C -1 257 3. Effective Date. The execution by City of the attached receipt for this Agreement must be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement must be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Transferred Property. 4. Remainder of Project. Any and all rights or obligations pertaining to such portion of the Project Site other than the Transferred Property are expressly excluded from the assignment and assumption provided in Sections 1 and 2 above. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. "ASSIGNOR" RAYTHEON COMPANY Date: By: Its: Date: By: Its: "ASSIGNEE" a By: Its: C -2 258 RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of El Segundo on this day of CITY OF EL SEGUNDO STATE OF CALIFORNIA ) SS: COUNTY OF Director of Planning and Building Safety On , 20, before me, , a Notary Public, personally appeared , 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 /she executed the same in his /her authorized capacity, and that by his/her 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. Signature STATE OF CALIFORNIA ) SS: COUNTY OF 1 (Seal) On , 20, before me, , a Notary Public, personally appeared , 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 /she executed the same in his/her authorized capacity, and that by his /her 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. C -3 259 WITNESS my hand and official seal. Signature C -4 (Seal) .1� EXHIBIT D PROJECT MILESTONES AND THRESHOLDS Project Item Threshold or Milestone Required Action 6 annual payments. First First annual payment is due Total payment of $4,000,000 payment of $500,000 and five on March 31, 2016. The over six years payable in six subsequent payments of final payment is due on annual payments. $700,000 each. All payments March 31, 2021. to the City's General Fund. Payment of $5,000,000 to the If the Nash Street Roadway Total payment of $5,000,000 City's General Fund ten years Extension is not completed payable in its entirety 10 years after project approval. within 10 years of the after project approval. effective date of the City Council ordinance approving the ESSCSP, then a $4,000,000 payment is due 10 years after project approval. $0.50 per gross square foot The $0.50 per gross square- Payment of 0.50 per gross fee for all new development foot fee is required before square foot fee to the City's (floor area not existing on the issuance of City building General Fund before issuance site on the project approval permits for any new floor of building permits. date ) is required. area on the project site. Intersection Improvements- Before Certificate of Proof of Payment of all Mitigation Measures TRA -1 Occupancy is issued for any applicable fair share through TRA -9 building in ESSCP Phase II mitigation fees must be (buildings in project area provided to the Director of adding trips in excess of Planning and Building Safety Phase I Peak Period Trip cap and Director of Public Works. of 225 trips) Nash Street Roadway Before Certificate of Completion of street and all Extension, including Class II Occupancy is issued for any associated public bicycle lane building in ESSCP Phase II improvements. (buildings in project area adding trips in excess of Dedication of the Nash Street Phase I Peak Period Trip cap Improvements to the City. of 225 trips) D -1 261 Continental Boulevard Before any building located Developer must provide a Extension along Continental Boulevard dedication or public access is sold, leased, or used by easement to City for any third party not an Continental Boulevard. affiliate of Raytheon. Parcel 26 Within 30 days of the 20 -year irrevocable offer to effective date of the City Dedicate Council ordinance approving the ESSCSP. Parcels 20 and 22 Within 30 days of the 20 -year irrevocable offer to effective date of the City dedicate Council ordinance approving the ESSCSP. El Segundo Boulevard Before a certificate of Required roadway Improvements, including occupancy is issued for any improvements must be Class I bicycle path building on Parcel 15 or 16 completed on the El Segundo of Vesting Map No. 71551. Boulevard frontage of Parcels 15 and 16 El Segundo Boulevard Before a certificate of Required roadway Improvements, including occupancy is issued for any improvements must be Class I bicycle path building on Parcel 14 of completed on the El Segundo Vesting Map No. 71551. Boulevard frontage of Parcel 14 El Segundo Boulevard Before a certificate of Required roadway Improvements, including occupancy is issued for any improvements must be Class I bicycle path building on Parcels 1, 2, 3 or completed on the El Segundo 4 of Vesting Map No. Boulevard frontage for all 71551. parcels within the Specific Plan area with El Segundo Before Certificate of Boulevard frontage. Green Line Station Bicycle Confirmation that the $75,000 Parking Facilities contribution Occupancy is issued for any contribution has been building in ESSCP Phase II transferred to either the City (buildings in project area or LACMTA. adding trips in excess of Phase I Peak Period Trip cap of 89 a.m or 225 pm trips or 3775 daily trips). D -2 262 Green Line Station Pedestrian Before Certificate of Complete construction of a Easement Occupancy is issued for any paved walkway at least five building on Parcel 13 or 14 feet in width and compliant of Vesting Map No. 71551. with ADA requirements. El Segundo Boulevard City Before December 31, 2018 Contribute 20% of the cost of sewer trunk line access for the El Segundo sewer trunk new development in the line up -grade up to a ESSCSP area. maximum of $375,000. Access must be provided to Non - Raytheon employee If 28.44 acres of the Specific access to 7.54 acre Plan area is sold to user that the recreational area for all Recreational Area. is not Raytheon or a persons employed within the Raytheon affiliated Specific Plan area. Access company. must be formalized through agreements between Raytheon and owners of land within the If the 7.54 acre recreational Specific Plan area. Transfer of 7.54 recreational Raytheon Company must area to the City for use as a area is located outside of the record a 20 year offer of public park. Raytheon facility's secured dedication for future potential perimeter (south or east of park purposes if the recreation the Nash Street Extension or area is located on Parcels 1, 2, west of Continental 3, 4, 7, or 8 of Vesting Map Boulevard). No. 71551. D -3 263 EXHIBIT E FEE/IN -LIEU CREDITS Project Item Construction Cost of the Nash Street Extension and Associated Improvements El Segundo Boulevard Improvements, including Class I bicycle path Intersection Improvements within the City of El Segundo Environmental Impact Report Mitigation Measures TRA -1 to TRA -5 Bicycle Parking Facilities for the Metro Green Line El Segundo Station Credit Traffic Impact Mitigation Fee credit for the actual cost of construction. Appropriate documentation verifying costs must be provided and accepted by the City. Traffic Impact Mitigation Fee credit for the actual cost of construction. Appropriate documentation verifying costs must be provided and accepted, by the City. Traffic Impact Mitigation Fee credit for the required fair share fee paid to the City of El Segundo. $ 75,000 payment may be credited against Traffic Impact Mitigation Fee. D -4 264 EXHIBIT 2d CITY COUNCIL RESOLUTION NO. EXHIBIT A CITY COUNCIL ORDINANCE NO. EXHIBIT D CONDITIONS OF APPROVAL In addition to all applicable provisions of the El Segundo Municipal Code ( "ESMC "), the Raytheon Company, agrees to comply with the following provisions as conditions for the City of El Segundo's approval of Environmental Impact Report for Environmental Assessment No. EA -905, General Plan Amendment and General Plan Map Amendment No. GPA 11 -01, Specific Plan No. SP 11 -01, Zone Change and Zoning Map Amendment No. ZC 11 -01, Zone Text Amendment No. ZTA 11 -01, Development Agreement No. DA 11 -02, and Subdivision No. SUB 11 -02 for Vesting Tentative Map (VTM) No. 71551 ( "Project Conditions "). Planning and Building Safety Department Before building permits are issued, the applicant must obtain all the necessary approvals, licenses and permits and pay all the appropriate fees as required by the City. 2. The applicant must comply with all mitigation measures identified in the Final Environmental Impact Report prepared for the Project. A Mitigation Monitoring and Reporting Program (MMRP) was prepared as part of the environmental review for the project and is attached as Exhibit "F" to this Resolution. The mitigation measures of the MMRP are incorporated into these conditions of approval by reference. All mitigation measures and conditions of approval must be listed on the plans submitted for plan check and the plans for which a building permit is issued. 3. Before the City issues building permits located on sites within the ESSCSP, the applicant must submit site specific landscape and irrigation plans to the Planning and Building Safety Department and the Parks and Recreation Department for review and approval to demonstrate compliance with the City's Water Conservation regulations and Guidelines for Water Conservation in Landscaping (ESMC § §10 -2 -1, et seq.). The landscaping and irrigation must be completely installed before the City issues a final Certificate of Occupancy. 4. The applicant must build the Nash Street roadway extension and associated public improvements in accordance with Section 7.1 of the Development Agreement. The design and construction of the Nash Street roadway extension is subject to review and approval by -1- 265 the Director of Public Works and Director of Planning and Building Safety. 5. The applicant must cooperate with the City in creation of a landscaping and lighting assessment district for the Nash Street Extension in accordance with Section 7.1.6 of the Development Agreement. 6. The applicant must build the Continental Boulevard Roadway Extension in accordance with the El Segundo South Campus Specific Plan and Section 7.2 of the Development Agreement. 7. The applicant must cooperate with the City in creation of a landscaping and lighting assessment district for the Continental Boulevard Extension in accordance with Section 7.2.5 of the Development Agreement if a dedication of the Continental Boulevard roadway extension and associated improvements is accepted by the City. 8. The applicant must record a 20 -year irrevocable offer of dedication of Parcel 26 of Tentative Vesting Map No. 71551 in accordance with the El Segundo South Campus Specific Plan and Section 7.2.6 of the Development Agreement. Before recordation, the irrevocable offer to dedicate must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 9. The applicant must complete the El Segundo Boulevard roadway and associated right -of -way improvements in accordance with Section 7.3 of the Development Agreement. The design and construction of the El Segundo roadway and associated improvements is subject to review and approval by the Director of Public Works and Director of Planning and Building Safety. 10. The applicant must construct a Class I bicycle path on El Segundo Boulevard in accordance with the El Segundo South Campus Specific Plan and Section 7.4 of the Development Agreement. 11. The applicant must construct Class II bicycle lanes in the Nash Street Extension in accordance with the El Segundo South Campus Specific Plan and Section 7.5 of the Development Agreement. 12. The applicant must pay $75,000 towards the construction of bicycle parking facilities at or adjacent to the Metro Green Line El Segundo Station in accordance with Section 7.6.1 of the Development Agreement. 266 13. The applicant must allow a pedestrian easement across one or a combination of Parcels 13, 14 and /or 24 of Vesting Map No. 71551 to allow direct pedestrian access to the Metro Green Line Light Rail Station in accordance with the El Segundo South Campus Specific Plan and Section 7.6.1 of the Development Agreement. Before recordation, the pedestrian easement must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 14. The applicant must record a 20 -year irrevocable offer of dedication of Parcels 20 and 22 of Vesting Map No. 71551 in accordance with the El Segundo South Campus Specific Plan and Section 7.7 of the Development Agreement. Before recordation, the irrevocable offer to dedicate must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 15. To obtain access to sewer service in El Segundo Boulevard a 25% payment by the applicant towards the cost of a sewer line capacity upgrade, up to $375,000, in accordance with Section 8.2 of the Development Agreement is required not later than December 31, 2018. 16. If the applicant sells more that 20% of the ESSCSP campus area (28.44 acres) to a user other than Raytheon or a Raytheon affiliate, then all employees within the ESSCSP area must be provided access to the 7.54 acre Open Space and Recreational area in accordance with Section 9 of the Development Agreement. 17, The applicant must record a 20 -year irrevocable offer of dedication of the 7.54 acre recreation /open space area to the City of El Segundo, in a form approved by the City Attorney, for future potential park purposes in accordance with the Development Agreement if located on any of the lots (Parcels 1, 2, 3, 4, 7, 8, 13 or 14 of Vesting Map No. 71551) outside the Raytheon security fenced perimeter. 18. The applicant must make one annual $500,000 payment and five subsequent annual $700,000 payments to the City as identified in Section 10 of the Development Agreement. Six annual payments are required starting on March 31, 2016 and ending on March 31, 2021. If the Nash Street roadway extension improvements are not completed within 10 years of the effective date of the City Council ordinance approving this project, an additional $5,000,000 payment to the City is required. -3- 267 % A $.50 per square foot fee for all new development on the site is required. All revenue from this fee will be deposited to the City's General Fund. 20. The applicant is required to obtain any necessary approvals from the Los Angeles County Metropolitan Transportation Authority (Metro) for any work that involves encroachment onto Metro easement areas or right -of -ways. These approvals may include, without limitation, pedestrian, bicycle and roadway easements and temporary right -of- entry agreements. 21. The applicant is required to submit building and engineering plans to Metro for any project site located within 100 feet of the Metro station or rail easement. Clearance of these plans from Metro is required before the City can issue a building permit. Metro requires an Engineering Review Fee for evaluation of any impacts based on adjacency and relationship of proposed new structures to the Metro existing structures. 22. The applicant is required to obtain a Metro Special Operation Permit for use of a pile driver or any other equipment in close proximity to a Metro aerial railway support structure at least one week before starting construction. 23. If required by Metro, the applicant must obtain a track allocation permit for any work within ten feet of a Metro aerial railway support structure. Permits allowing for single tracking or a power shutdown must be obtained from Metro at least two weeks before the start of construction. 24. The applicant must allow Metro representatives access to monitor any construction activity to ascertain if construction activity will have any impacts on Metro Right -of -Way. 25. Wayfinding signage to the Metro Green Line Station and other transportation facilities must be provided at appropriate locations within the Specific Plan area. These signs must be consistent with applicable Metro guidelines for wayfinding signage. The Director of Planning and Building Safety and the Director of Public Works must review and approve the location and appearance of wayfinding signs. 26. Before the City issues a certificate of occupancy for any new building within the ESSCSP, the applicant must contact Metro about employer transit pass programs. The applicant must provide -4- .: verification of this contact to the Director of Planning and Building Safety. 27. Projects located within the ESSCSP must comply with the City's Transportation Demand Management (TDM) regulations (ESMC § §15 -17 -1, et seq.). Evaluation for compliance with the City's TDM regulations for specific projects will occur as part of the Site Plan Review process identified in ESSCSP § VII.D. 28. The applicant must contact the County Sanitation Districts of Los Angeles County Industrial Waste Section and receive a determination as to the necessity of a permit for industrial waste discharge before City approval of a Site Plan Review for any project within the ESSCSP. 29. A Study Application Package for a second customer dedicated substation must be submitted to Southern California Edison before City approval of a Site Plan Review for any project that would require electrical service from a second substation within the ESSCSP area. 30. The applicant must submit six sets of project plans depicting the El Segundo roadway widening and intersection improvements for Southern California Edison review and approval before City approval of building permits for a building identified as part of Phase II in the EIR. 31. Trash and recycling enclosures must be provided and shown on site plans that are sufficiently large enough to store the necessary bins required for the regular collection of commercial solid waste and recyclable materials. The site plan with the location and dimensions of the trash and recycling enclosure and an elevation view of the enclosure must be provided to the Planning and Building Safety Department for review and approval before the City issues building permits. 32. A qualified cultural resources monitor must be present during earthmoving construction activities. The requirements and procedures set forth in Public Resources Code §§ 5097, et seq., must be implemented if human remains are discovered during site excavation. 33. Ground level mechanical equipment, refuse collectors, storage tanks, generators, and other similar facilities must be screened from view consistent with the development standards and design guidelines contained in the El Segundo South Campus Specific Plan. -5- RIKO 34. Exterior lighting must be designed to minimize off -site glare. 35. Buildings must be designed to comply with all ESMC standards for the attenuation of interior noise. 36. At the time of plan check submittal for the first project within the ESSCSP area the applicant must submit funds to cover reasonable first year costs, including City consultant costs, of monitoring all conditions of approval and mitigation measures adopted in the MMRP. Annually thereafter, the applicant is required to replenish funds sufficient to cover the reasonable costs, including City consultants' costs for each year. The Director of Planning and Building Safety, at the Director's discretion, may retain a consultant to coordinate and monitor compliance. 37. Before the City issues a grading permit, building permit, or certificate of occupancy, as applicable, the applicant must provide evidence to the Director of Planning and Building Safety that all mitigation measures in the MMRP are or will be implemented. 38. A Landscape Master Plan for the ESSCSP must submitted to the City before it approves the first Site Plan Review within the Specific Plan area. This Landscape Master Plan is subject to review and approval by the Director of Planning and Building Safety. 39. An overall Master Sign Program for the ESSCSP must be submitted to the City before it approves the first Site Plan Review within the Specific Plan area. This Master Sign Program is subject to review and approval by the Director of Planning and Building Safety. 40. A Trip Budget tracking system, based on the criteria contained in Appendix A of the El Segundo South Campus Specific Plan, must be developed and approved by the Director of Planning and Building Safety. An update of the Trip Budget tracking system is required to be submitted with every Site Plan Review and Plan Check for projects located within the ESSCSP area. 41. The Project Trip Ceiling for the project is the maximum number of vehicle trips permitted for the project. The Project Trip Ceiling for new development within the ESSCSP area consists of: • 3,042 AM Peak Hour Trips (2,634 In and 408 Out) * 3,120 PM Peak Hour Trips (631 In and 2,489 Out) 0 26,585 Total Daily Trips 0 270 42. Before the City issues a building permit for the first building located within any Phase identified in the EIR, a reclaimed water facility plan must be submitted for review and approval by the Director of Planning and Building Safety and the Director of Public Works. 43. The project must meet all design criteria of the Specific Plan to the satisfaction of the Director of Planning and Building Safety. Buildina Division Conditions 44. Before the City issues building permits, the applicant must submit a geotechnical /soils report, along with an associated grading plan that addresses the current code to the Planning and Building Safety Department for review and approval. 45. Before the City issues grading permits, the applicant must submit a soils report to the Planning and Building Safety Department for review and approval. 46. Before the City issues building permits, plans must show compliance with the version of the California Building Code, as adopted by the ESMC, in effect at the time of building permit application. 47. Before the City issues grading or building permit for any project within the Specific Plan area, the applicant must provide evidence to the reasonable satisfaction of the Director of Planning and Building Safety that all applicable permits from other agencies are obtained including, without limitation, the California Department of Transportation, Regional Water Quality Control Board (Los Angeles Region), South Coast Air Quality Management District, and Los Angeles County Department of Public Works. Fire Department Conditions 48. The project must comply with all applicable requirements in the California Fire Code and the International Fire Code, as adopted by the ESMC, and El Segundo Fire Department regulations, in effect at the time of building permit application. 49. Before the City issues a building Fire /Life Safety Plan to the Fire safety precautions during demc site access during construction, fire hydrant locations and any system and fire alarm systems. -7- permit, the applicant must submit a Chief (or designee) identifying fire lition and construction, emergency permanent fire department access, existing or proposed fire sprinkler 271 50. The applicant must provide a fire apparatus access roadway around the west and north side of Raytheon Building E -1 (2000 East El Segundo Boulevard) and the west side of Raytheon Buildings E -2 (2002 East El Segundo Boulevard) and E -3 (2004 East El Segundo Boulevard). The fire apparatus access roadway must meet requirements in the adopted California Fire Code and El Segundo Fire Department Fire Prevention Regulation A -1 -a. 51. Private fire main systems for each new building or parcel must be from an independent public water supply. There can be no sharing of private fire main systems between parcels. 52. The applicant must provide an automatic fire sprinkler system throughout each building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 13, both as adopted by the ESMC. 53. The applicant must provide the following conditions for any fire features as part of this project: A) A barrier must be provided around the fire feature to prevent accidental access into the fire feature; B) The distance between the fire feature and combustible material and furnishing must meet the fire feature's listing and manufacturer's requirements; and C) If the feature's protective barrier exceeds ambient temperatures, all exit paths and occupant seating must be a minimum 36 inches from the fire feature. 54. Each building needs to be identified as a separate street address for emergency response purposes. 55. The project must provide on -site collection and dispersion (infiltration) of non - stormwater discharges from testing and maintenance of water -based fire protection systems (fire sprinklers and private fire main systems) and other non- stormwater discharges. 56. Any diesel - powered generators must be approved by the Fire Department, Environmental Safety Division, and provide for secondary containment, placarding, spill detection and prevention. Underground tanks require additional environmental monitoring requirements. 57. The applicant must provide the Environmental Safety Division of the El Segundo Fire Department an inventory of any and all chemicals used in facilities that exceeds 55 gallons, 500 pounds or 200 cubic feet. N 272 58. The applicant, or designee, must contact Underground Service Alert before digging or excavating. 59. Restaurant and industrial activities must have segregated wastewater systems to ensure pre- treatment devices are adequately protected. Public Works Department Conditions 60. All onsite utilities including, without limitation, water, electricity, gas, sewer and storm drains, must be installed underground. Contact Southern California Edison for required service and underground requirements. 61. The applicant must secure any required encroachment permits from the Public Works Department before commencing any work in the public right -of -way. 62. The project must comply with the latest National Pollution Discharge Elimination System (NPDES) requirements and provide Best Management Practices (BMPs) for sediment control, construction material control and erosion control. 63. Before the City issues a building permit, the location and sizes of all proposed water meters must be approved by the City's Water Division. 64. Acceptable water service connection points for future construction in the ESSCSP area is subject to review and approval by the Director of Public Works. 65. The location of existing water service lateral connection points in the ESSCSP area as well as existing and proposed fire hydrant connections area subject to review and approval by the Director of Public Works. 66. City water mains cannot be located on private property. The applicant must provide a main meter in the public right -of -way. 67. Wastewater facilities cannot have structures built over them. 68. Wastewater facilities cannot be designed with curves; they must be straight lines from manhole to manhole. If deviations are needed, they must be made at manholes. WE 273 69. A registered civil engineer must provide storm (hydrologic and hydraulic) calculations for appropriate storm drain facilities to control on -site drainage and mitigate off -site impacts, as follows, subject to review and approval from the Public Works Director, or designee: • The design must follow the criteria contained in the most recent additions of both the Los Angeles County Department of Public Works Hydrology Manual and Standard Urban Storm Water Mitigation Plan. Flows must remain in their historical drainage pattern so as not to impact neighboring properties. • New development cannot increase the rate of flow (cubic feet per second) or velocity (feet per second) of site run -off water to any off -site drainage areas beyond the measured or calculated pre - project rate and velocity. 70. Construction related parking must be provided on -site. 71. All record drawings (as -built drawings) and supporting documentation must be submitted to the Public Works Department before scheduling the project's final inspection. Police Department Conditions 72. Before the City issues a building permit within the ESSCSP, the applicant must submit photometric light studies for Police Chief or designee review and approval. A site plan must be provided showing buildings, parking areas, walkways, and the point -by -point photometric calculation of the required light levels. 73. A schematic plan of the security camera systems for new structures must be submitted for Police Chief or designee review and approval before the City issues a building permit, and must be included as a page in the stamped approved set of plans. 74. Lighting devices must be enclosed and protected by weather and vandal resistant covers. 75. The location and design of crosswalks are subject to Police Chief or designee review and approval review and approval. 76. The location and design of future bicycle racks and bicycle parking areas are subject to Police Chief or designee review and approval. -10- 274 77. The Police Chief or designee will review new buildings and tenant improvements within buildings during the plan check process. Interior and exterior improvements are subject to Police Chief or designee review and approval. Items subject to review include, but are not limited to, doors and hardware, roll -up doors, stairwells, exterior mounted ladders and trash dumpsters. 78. Street addressing must be a minimum of 6 inches high and must be visible from the street or driving surface, of contrasting color to the background and illuminated during hours of darkness. Addressing must also be shown on plan elevations. 79. All landscaping must be low profile around perimeter fencing, windows, doors and entryways so as not to limit visibility or provide climbing access. Dense bushes cannot be clumped together in a manner that provides easy concealment. Construction Conditions 80. Before any construction occurs within the plan area, the perimeter of the development site must be fenced with a minimum 6 -foot high fence. The fence must be covered with a material approved by the Planning and Building Safety Director, or designee, to prevent dust from leaving the site. 81. Public sidewalks must remain open at all times. 82. All haul trucks hauling soil, sand, and other loose materials must either be covered or maintain two feet of freeboard. 83. Construction vehicles cannot use any route except the City's designated Truck Routes. 84. The applicant must develop and implement a construction management plan for any project located within the Specific Plan area. The construction management plan is subject to Director of Planning and Building Safety and Director of Public Work review and approval. The plan must include measures recommended by SCAQMD Rules 402 and 403. 85. During construction and operations, all waste must be disposed in accordance with all applicable laws and regulations. Toxic wastes must be discarded at a licensed, regulated disposal site by a licensed waste hauler. -11- 275 Impact Fee Conditions 86. Pursuant to ESMC §§ 15- 27A -1, et seq., and before building permits are issued, the applicant must pay a one -time fire services mitigation fee in accordance with City Council Resolution No. 4687. 87. Pursuant to ESMC §§ 15- 27A -1, et seq., and before building permits are issued, the applicant must pay a one -time police services mitigation fee in accordance with City Council Resolution No. 4687. 88. Pursuant to ESMC §§ 15- 27A -1, et seq., and before building permits are issued, the applicant must pay a one -time park services mitigation fee in accordance with City Council Resolution No. 4687. 89. Before building permits are issued, the applicant must pay the required sewer connection fees (as specified in ESMC Title 12 -3). 90. Pursuant to ESMC §§ 15- 27A -1, et seq., and before the City issues a certificate of occupancy for buildings within the Specific Plan, the applicant must pay a one time traffic mitigation fee in accordance with City Council Resolution No. 4443. 91. Permittee agrees to pay City any development impact fees ( "DIFs ") that may be applicable to the Project. Permittee takes notice pursuant to Government Code § 66020(d) that City is imposing the DIFs upon the Project in accordance with the Mitigation Fee Act (Government Code § 66000, et seq.). The permittee is informed that it may protest DIFs in accordance with Government Code § 66020. 92. All required fees, adopted by agencies with jurisdiction over intersections and roadways affected by this Project and identified in the MMRP adopted for this project, must be calculated and collected by affected agencies before Certificates of Occupancy are issued for any building identified as part of Phase II in the EIR. Proof of fee payment must be provided to the Director of Planning and Building Safety. 93. Before building permits are issued, the applicant must pay the required School Fees. This condition does not limit the applicant's ability to appeal or protest the payment of these fees to the school districts(s). Miscellaneous 94. Unless otherwise provided by the Development Agreement, the vesting tentative map will expire pursuant to Government Code § 66452.6 and ESMC § 14 -1 -12. -12- 276 95, The Raytheon Company, agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from the City's approval of Environmental Assessment No. EA -905, General Plan Amend ment/GeneraI Plan Map Amendment No. GPA 11 -01, Specific Plan No. SP 11 -01, Zone Change and Zoning Map Amendment No. ZC 11 -02, Zone Text Amendment No. ZTA 11 -01, Development Agreement No. DA 11 -02, and Subdivision No. 11 -02 (VTM No. 71551). Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the City approval of Environmental Assessment No. EA -905, General Plan Amendment/General Plan Map Amendment No. GPA 11 -01, Specific Plan No. SP 11 -01, Zone Change and Zoning Map Amendment No. ZC 11 -02, Zone Text Amendment No. ZTA 11 -01, Development Agreement No. DA 11 -02, and Subdivision No. 11 -02 (VTM No. 71551), the Raytheon Company, agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. By signing this document, Scott Pozza, on behalf of the Raytheon Company, certifies that they have read, understood, and agree to the Project Conditions listed in this document. Scott Pozza Director - Facilities and Real Estate Space and Airborne Systems The Raytheon Company, a Delaware Corporation PAPlanning & Building Safety \0 Planning - Old \PROJECTS (Plan ning) \901 - 925 \EA - 905 \City Council \EA - 905.CC reso.doc -13- 277 EXHIBIT 3 STRIKETHROUGH /UNDERLINE VERSION OF REVISED DEVELOPMENT AGREEMENT EXHIBIT 3 278 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 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO AND RAYTHEON COMPANY 2000 El Segundo Boulevard El Segundo, California 90245 THIS AGREEMENT MUST BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE § 65868.5 279 TABLE OF CONTENTS Page 1. Definitions ................................................................................................... ..............................1 2. Recitals ......................................................................................................... ..............................3 3. Binding Effect ............................................................................................. ..............................4 3.1 Constructive Notice and Acceptance ........................................ ..............................4 3.2 Rights to Transfer ...................................................................... ..............................4 3.3 Liabilities Upon Transfer ........................................................... ..............................4 3.4 Reassumption of Rights.................................................................. ............................... 5 4. Development of the Campus ........................................................................ ..............................5 4.1 Entitlement to Develop .............................................................. ..............................5 4.2 Permitted Uses, Density, Height and Dedication of Land for Public Purposes ....... 5 4.3 Development Standards ............................................................. ..............................5 4.4 Building Regulations ................................................................ ..............................5 4.5 Subsequent Rules ...................................................................... ..............................5 4.6 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications 5 4.7 Use of Easements ....................................................................... ..............................6 4.8 Timing of Development ............................................................. ..............................6 4.9 Moratorium ................................................................................ ..............................7 4.10 Infrastructure ...................................................................... ............................... 7 4.10.1 Infrastructure Capacity............................................................... ..............................7 4.10.2 Phasing Flexibility........................................................... ..............................7 4.10.3 Infrastructure Completion............................................................ ..............................7 .E 4. 10 Prevailing Wages .............................................. ..............................7 4.11 Term ..................................................................................... ..............................8 4.12 Term of Map(s) and Other Project Approvals ..... ............................... ...8 4.13 Satisfaction of Mitigation Measures and Conditions ........... ..............................8 4.14 In Lieu Credits .. ............................... .....,........................ ..............................8 5. Developer Agreements .... ........................................................................... ..............................8 5.1 General ....................................................................................... ..............................8 5.2 Maintenance Obligations .......................................................... ..............................8 5.3 Sales and Use Tax ..................................................................... ..............................8 5.4 Title 24 Energy Requirements ............................... ..............................9 6. City Agreements .......................................................................................... ..............................9 6.1 Expedited Processing ................................................................ ..............................9 6.2 Processing Cooperation and Assistance ................................... ..............................9 6.3 Processing During Third Party Litigation ...................... ............................... 6.4 Reimbursement for City's Efforts on Behalf of Developer ...........................10 6.5 City's Efforts to Defend and /or Enforce Multi Agency Agreements ................10 7. Traffic Improvements ................................................................................. .............................10 7.1 Nash Street ..................................................... .............................10 7.2 Continental Boulevard Access ............................... .............................11 7.3 El Segundo Boulevard Improvements ..................... ..............................1 l 7.4 El Segundo Boulevard Bicycle Path ........... ............................... ........12 7.5 Nash Street Extension Bicycle Lane ........................ .............................13 7.6 Green Line Station ............................................ .............................13 7.7 Coral Street Connection ...................................... .............................14 7.8 Traffic In Lieu Credits ................................ ............................... ...14 Ifi 281 8. Utilities.... ................................................................... .............................14 9. Recreational Access ........................................................ .............................14 9.1 Non-Raytheon User - Access . .1� 9.2 Irrevocable Offer to Dedicate Land to City ........................................... 15 10. Payments After Approval ................................... ............................... . l 5 10.1 Six Annual Payments ........................................................................ .............................15 10.2 Year 10 Payment ............................................................................... .............................15 10.3 Building Permit Fee ......................................................................... .............................15 11. Uniform Codes and Standard Specification ............................. .............................15 12. Demonstration of Good Faith Compliance ................ ..15154-54-5:,M 12.1 Review of Compliance ........................................................ .............................16 12.2 Good Faith Compliance ..................................................... .............................16 12.3 Information to be Provided to Developer ........................... .............................16 12.4 Developer's Report ....................................... .............................16 12.5 Notice Of Non - Compliance; Cure Rights ........................... .............................17 12.6 Public Notice of Finding .................. ............................... ............................17 12.7 Failure of Periodic Review ................................................. .............................17 13. Excusable Delays ....................................................................... ............................... ...........17 14. Default Provisions ...................................................................................... .............................17 14.1 Default ........................................... ............................... ...........................187 14.2 Content of Notice of Violation ........................................... .............................18 14.3 Remedies for Breach ........................................................... .............................18 14.4 Resolution of Disputes ...................... ............................... ............................18 14.5 Attorney Fees and Costs.... ............................. .............................18 15. Mortgagee Protection ................................................. ............................... ......................19494 -9 in :. 11.1 Mortgage Not Rendered Invalid ......................................... .............................19 11.2 Request for Notice to Mortgagee ....................................... .............................19 11.3 Mortgagee's Time to Cure ................................................. .............................19 11.4 Cure Rights ........................................................................ .............................19 11.5 Bankruptcy .................................... ............................... ...........................20 9 11.6 Disaffirmation ......................................................... ........................202n,�n 16. Estoppel Certificate .................................................................................... .............................20 17. Administration of Agreement ................................................................. ............................... [ j. 17.1 Appeal of Determinations .................................................. .............................20 17.2 Operating Memoranda ....................................................... .............................20 17.3 Certificate of Performance .................................................. .............................21 18. Amendment or Termination by Mutual Consent ........................................ .............................21 19. Indemnification / Defense ...... ...................................................................... .............................21 19.1 Indemnification ................................................................. ............................... 21 19.2 Defense of Agreement ........................................................ .............................21 20. Cooperation in the Event of Legal Challenge ........................... .............................21 20.1 Third Party Challenges .................................. .............................21 20.2 Third Party Challenges Related to the Applicability City Laws ................22 21. Time of Essence .......... ............................................................. ..,............................................. 23 22. Effective Date ............................................................................................. .............................23 23. Notices ....................................................................................................... .............................23 24. Entire Agreement ................................................................................. ...........................252-5-2-4 25. Waiver ................................................................... ............................... ...........................254 26. Ambiguities or Uncertainties .............................................. .............................25 27. Supersession of Subsequent Laws of Judicial Action .................. .............................25 IV 283 28. Severability ................................................................................................. .............................25 29. Relationship of the Parties ................................................. .............................25 30. No Third Party Beneficiaries .............................................. .............................25 31. Recordation and Agreement and Amendments ......................... .............................25 32. Cooperation Between City and Developer......... a .................... .............................25 33. Rules of Construction .... ............................... , ......... , ........ .............................25 34. Governing Law and Venue ................................................ .............................26 35. Counterparts ................................................................. .............................26 36. Weekend /Holiday Dates ................. ............................... . .. .............................26 37. Not a Public Dedication.. . .... ............... ..................... . ..........................26 38. Releases ...................................................................... .............................26 39. Consent ....................................................................... .............................27 v 284 DEVELOPMENT AGREEMENT This Development Agreement is made and entered into by and between the CITY OF EL SEGUNDO ( "City "), a general law city and municipal corporation, and RAYTHEON COMPANY ("R-a �ee " "Developer "), a Delaware corporation, as of this _ day of 2015. City and Developer are also individually referred to as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements contained in this Agreement, City and Developer agree as follows: 1. Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions govern the construction of the words and phrases used in this Agreement. Words and phrases not defined in this Section will have the meaning set forth in this Agreement; the El Segundo Municipal Code; or in common usage. "Agreement" means this Development Agreement between the City and � tDeveloper. "Applicable Rules" means: The El Segundo General Plan, as it existed on the Application Date, as modified by the Project Approvals; + The El Segundo Municipal Code, as it existed on the Effective Date, as modified by the Project Approvals; The El Segundo South Campus Specific Plan as adopted; • Such other laws, ordinances, rules, regulations, and official policies governing permitted uses of the Campus, density, design, improvement, development fees, and construction standards and specifications applicable to the development of the Campus in force at the time of the Effective Date, which are not in conflict with this Agreement. "Application Date" means December 8, 2011, the date on which the last of the Project Approval applications was deemed complete by the City. "Approved Plans" means a plan for any aspect of the Project, including, without limitation, the Site Plan, signage plans, and landscaping and irrigation plans, which are approved by City in accordance with the Development Standards, Applicable Rules and Project Approvals. "Building Regulations" means those regulations set forth in Title 13 of the El Segundo Municipal Code. "Campus" means that 142.28 acre property located at 2000 El Segundo Boulevard in El Segundo, California more particularly described in attached Exhibit "A," which is incorporated by reference. 285 "CEQA" means the California Environmental Quality Act (Public Resources Code § 21000, et seq.) including the regulations promulgated thereunder (14 Cal. Code of Regulations § 15000, et seq., the "CEQA Guidelines "). "City Council" means the City Council of the City of El Segundo. "Developer" means Raytheon Company and its transferees, assigns and successors in interest. "Development Standards" means the design and development standards that are applicable to the Project. "Director" means the Director of Planning and Building Safety, or designee. "Effective Date" means the date on which the Enabling Ordinance becomes effective in accordance with Government Code § 36937. "ESMC" means El Segundo Municipal Code. "Existing Development" means that development which exists on the Campus on the Effective Date, as more specifically set forth in attached Exhibit `B," which is incorporated by reference. "Enabling Ordinance" means Ordinance No. , approving this Development Agreement. "Future Approvals" means such subsequent discretionary and ministerial entitlements, including permits, which are required to develop the Project in addition to the Project Approvals, and which are applied for by Developer and approved by City. "New Development" means any development constructed within the Specific Plan area after the Effective Date. "Person" must mean a natural person or any entity. "Project" means the development of the Campus in accordance with the Project Approvals. "Project Approvals" means: • Final Environmental Impact Report No. EA -905, as certified by Resolution No. • Mitigation Monitoring Program for Final Environmental Impact Report No. EA- 905, as adopted by Resolution No. ; • General Plan Amendment No. 11 -01, as approved by Resolution No. including a change in the Land Use Map; 2 286 • El Segundo South Campus Specific Plan No. 11 -01, as adopted by Ordinance No. • Zone Change No. 11 -02, as approved by Ordinance No. , including a change in the Zoning Map; ■ Zone Text Amendment No. 11 -01, as approved by Ordinance No. ; • Vesting Map No. 71551, as approved by Resolution No. ; and • This Agreement. "Specific Plan" or " BSSCSP" means the El Segundo South Campus Specific Plan. "Subsequent Rules" means any changes to the Applicable Rules, including, without limitation, any change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, the Planning Commission or any other board, agency, commission or department of the City, or any officer or employee thereof, or by the electorate, which would, absent this Agreement, otherwise be applicable to the Campus. "Transferee" means a Person which assumes in whole or in part the rights and obligations under this Agreement with respect to all or a portion of the Campus. "Uniform Codes" means those Uniform Codes adopted by reference in the ESMC in accordance with Government Code §§ 50022.2, et seq. as required by applicable law including, without limitation, Health and Safety Code § 18944.5 and Title 24 of the California Code of Regulations. The Uniform Codes govern building and construction standards including, without limitation, the building, plumbing, electrical, mechanical, grading, sign, and fire standards. 2. Recitals. This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the Parties: 2.1 Pursuant to Government Code § 65865, et seq., City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property. 2.2 Developer is the owner of the Campus. 2.3 Developer desires to develop the Campus in accordance with the El Segundo South Campus Specific Plan. 2.4 By this Agreement, City desires to obtain the binding agreement of Developer to develop the Campus in accordance with the Project Approvals and Applicable Rules. In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement. 287 2.5 By this Agreement, Developer desires to obtain the binding agreement of City to permit the development of the Campus in accordance with the Project Approvals and Applicable Rules. In consideration thereof, Developer agrees to waive its rights to challenge legally the restrictions and obligations set forth in this Agreement. 2.6 City and Developer have acknowledged and agreed that the consideration that is to be exchanged pursuant to this Agreement is fair, just and reasonable. 2.7 This Agreement is intended to provide flexible entitlements, within the parameters set forth herein and subject to the terms and conditions hereof, to meet the changing market demands that are likely to occur throughout the Term of this Agreement. 2.8 The Project uses are consistent with the General Plan, as amended through General Plan Amendment No. GPA 11 -01. 2.9 Development of the Project will further the comprehensive planning objectives contained within the General Plan, and will result in public benefits including, among others, better circulation in the northeast quadrant of the City. 2.10 All of the Campus is subject to this Agreement. 3. Binding Effect. The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to, each Party and each successive transferee, assi�,,n and successor in interest thereto and constitute covenants that run with the land. 3.1 Constructive Notice and Acceptance. Every Person who acquires any right, title or interest in or to any portion of the Campus in which Developer has a legal interest is, and must be, conclusively deemed to have consented and agreed to be bound by this Agreement, whether or not any reference to this Agreement is contained in the instrument by which such person acquired such right, title or interest. 3.2 Rights to Transfer. Developer may assign or transfer in whole or in part its rights and obligations under this Agreement with respect to the Campus, or any portion thereof, to any Transferee at any time during the Termtefm of this Agreement without approval of City, including through provision of a long -term ground lease. For purposes of this Agreement, the Transferee must be considered the "owner" of that portion of the Campus which is covered by such transfer. 3.3 Liabilities Upon Transfer. Upon the delegation of the duties and obligations under this Agreement and the sale, transfer or assignment of all or any portion of the Campus, Developer will be released from its obligations under this Agreement with respect to the Campus, or portion thereof, so transferred arising subsequent to the effective date of such transfer, if (i) Developer has provided to City prior or subsequent written notice of such transfer and (ii) Transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Campus so transferred by executing an Assignment and Assumption Agreement in the form of attached Exhibit "C," which is incorporated by reference. Upon any transfer of any portion of the Campus and the express assumption of Developer's obligations under this Agreement by such Transferee, City agrees to look solely to Transferee for compliance by such Transferee with the provisions of this Agreement as such provisions relate to the portion of the Campus acquired by such Transferee. 4 288 Any such Transferee must be entitled to the benefits of this Agreement as "Developer" hereunder and is subject to the obligations of this Agreement applicable to the parcel(s) transferred. A default by any Transferee only affects that portion of the Campus owned by such Transferee and does not cancel or diminish in any way Developer's rights hereunder with respect to any portion of the Campus not owned by such Transferee. The Transferee is responsible for satisfying the good faith compliance requirements set forth in Section 8 below relating to the portion of the Campus owned by such Transferee, and any amendment to this Agreement between the City and a Transferee must only affect the portion of the Campus owned by such Transferee. 3.4 Resumption of Rights. If Transferee defaults with respect to any provision of this Agreement, Developer may, but mustis not be- obligated to, resume Transferee's obligations upon written notification to City. 4. Development of the Campus. The following provisions, in addition to Applicable Rules, govern the development and use of the Campus. However, nothing affects any Existing Development on the Campus which is allowed to continue in its current location and under its current development standards. 4.1 Entitlement to Develop. The Developer is granted the vested right to develop the Project on the Campus subject to the Applicable Rules, the Project Approvals and any Future Approvals. 4.2 permitted Uses, Density, Height and Dedication of Land for Public PuMoses. The permitted and conditionally permitted uses of the Campus as well as the density or intensity of use, the maximum height and size of buildings and provisions for reservation or dedication of land for public purposes are set forth in the Project Approvals and Applicable Rules. 4.3 Development Standards. The Development Standards applicable to the Campus are set forth in the Project Approvals and Applicable Rules. 4.4 Building_ Regulations. Nothing in this Agreement precludes City from applying changes occurring from time to time in the Building Regulations, provided that such changes (a) are found by City to be necessary to the health or safety of the citizens of the City, (b) are generally applicable to all similar types of property in the City, and (c) do not prevent or unreasonably delay development of the Project in accordance with this Agreement. 4.5 Subsequent Rules. Subsequent Rules cannot be applied by City to any part of the Campus unless Developer gives City written notice of its election to have such Subsequent Rule applied to the Campus, in which case such subsequent „ r,.,ng Subsequent Rule is deemed to be an Applicable Rule. 4.6 Fees, Exactions, Mitigation Measures Conditions Reservations and Dedications. 4.6.1 All fees, exactions, mitigation measures, conditions, reservations and dedications of land for public purposes that are applicable to the Project are set forth in the Project Approvals, the Applicable Rules and this Agreement. :• 4.6.2 Except as otherwise provided in this Agreement, and specifically excluding fees set by entities not controlled by City that are collected by City, City can only charge and impose those fees and exactions, including, without limitation, dedications and any other fee relating to development or the privilege of developing, which are in effect on a City -wide basis as of the Effective Date. 4.6.3 Developer must pay the impact fees pursuant to City Council Resolution Nos. 4443 and 4687. 4.6.4 This Section cannot be construed to limit the authority of City to charge normal and customary application, processing, and permit fees, including legal and environmental processing costs, for land use approvals, building permits and other similar permits, for Future Approvals, which fees are designed to reimburse City's actual expenses attributable to such application, processing and permitting and are in force and effect on a City -wide basis at such time as applications for such approvals are filed with City. 4.6.5 Nexus /Reasonable Relationship Challenges. Developer consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs required by this Agreement or Applicable Rules including, without limitation, any claim that they constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax. 4.7 Use of Easements. Notwithstanding the provisions of the Applicable Rules, easements dedicated for vehicular and pedestrian use are permitted to include easements for underground drainage, water, sewer, gas, electricity, telephone, cable, environmental remediation and other utilities and facilities so long as they do not unreasonably interfere with pedestrian and /or vehicular use. 4.8 Timing of Development. In Pardee Construction Co. v. City of Camarillo (Pardee), 37 Ca1.3d 465 (1984), the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of development resulted in a later- adopted initiative restricting the rate of development to prevail against the parties' agreement. City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer has the right, without obligation, to develop the Campus in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment, subject to the Term of this Agreement. In furtherance of the Parties' intent, as set forth in this Section, no future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution or other action, that purports to limit the rate or timing of development over time or alter the sequencing of development phases, whether adopted or imposed by the City Council or through the initiative or referendum process, applies to the Campus. However, nothing in this Section must be construed to limit City's right to enforce Developer's obligation pursuant to this Agreement to provide all infrastructure required by the Project Approvals and this Agreement. 6 290 Notwithstanding the above, Developer must be required to build the on -site and off -site infrastructure required for the Project in accordance with the Project Milestones and Thresholds that are listed in Exhibit D, attached hereto and incorporated herein by reference. 4.9 Moratorium. No City- imposed moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construction of all or any part of the Campus, whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether enacted by the City Council, an agency of City, the electorate, or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use or service (including, without limitation, water and sewer) approved, issued or granted within City, or portions of City, applies to the Campus to the extent such moratorium or other limitation is in conflict with this Agreement. However, the provisions of this Section do not affect City's compliance with moratoria or other limitations mandated by other governmental agencies or court- imposed moratoria or other limitations. 4.10 Infrastructure. 4.10.1 Infrastructure Capacity. Subject to Developer's installation of infrastructure in accordance with the requirements of the Project Approvals, this Agreement, and any Future Approvals, City acknowledges that it will have sufficient capacity in its infrastructure, services and utility systems, including, without limitation, traffic circulation, storm drainage, flood control, electric service, sewer collection, sewer treatment, sanitation service and, except for reasons beyond City's control, water supply, treatment, distribution and service, to accommodate the Project. To the extent that City renders such services or provides such utilities, City agrees that it will serve the Project and that there is no restriction on hookups or service for the Project except for reasons beyond City's control. 4.10.2 Infrastructure Phasing Flexibility. Notwithstanding the provisions of any phasing requirements in the Project Approvals or any Future Approvals, Developer and City recognize that economic and market conditions may necessitate changing the order in which the infrastructure is constructed. Therefore, City and Developer agree that should it become necessary or desirable to develop any portion of the Project's infrastructure in an order that differs from the order set forth in this Agreement, Developer and City will collaborate and City will permit any modification requested by Developer so long as the modification continues to ensure adequate infrastructure is available to serve that portion of the Project being developed and is in compliance with Section 4.12 of this Agreement. 4.10.3 Infrastructure Completion. No building permit, final inspection or cGertificate of oOccupancy will be unreasonably withheld, conditioned, or delayed by City if all infrastructure required to serve the portion of the Campus covered by the building permit, final inspection or cEertificate of oOccupancy is in place or is suitably guaranteed to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of the City before completion of construction and all of the other relevant provisions of the Project Approvals and any Future Approvals are satisfied. 4.10.4 Prevailing Wages. In the event any infrastructure improvements are paid for in whole or in part out of public funds, as contemplated by Labor Code § 1720, Developer must 7 291 pay prevailing wages for the construction of such improvements to the extent required by Applicable Law. 4.11 Term. The term of this Agreement is ten (10) years from the Effective Date (the "Term "). However, Developer or City is entitled to, by written notice to the other Party before the Agreement's expiration, one (1) five (5) -year extension, provided that the requesting Party is not in material default of this Agreement at such time beyond any applicable period to cure provided for by Section 12 below. Before the expiration of such five (5) -year extension, the Parties may mutually agree to further extensions. In the event of litigation challenging this Agreement, the Term is automatically suspended for the duration of such litigation and resumes upon final disposition of such challenge and any appeal thereof upholding the validity of this Agreement. In the event that a referendum petition concerning this Agreement is duly filed in such a manner that the ordinance approving this Agreement is suspended, then the Term is deemed to commence upon City Council certification of the results of the referendum election approving this Agreement. 4.12 Term of Map(s) and Other Project Approvals. Pursuant to California Government Code § § 66452.6(a) and 65 863.9, the term of any subdivision or parcel map that has been or in the future may be processed on all or any portion of the Campus and the term of each of the Project Approvals will be extended for a period of time through the scheduled termination date of this Agreement as set forth in Section 4.11 above, including any extensions thereto pursuant to Section 4.114 above. 4.13 Satisfaction of Mitigation Measures and Conditions. In the event that any of the mitigation measures or conditions required of Developer are implemented by others, Developer is conclusively deemed to have satisfied such mitigation measures or conditions, consistent with CEQA. If any such mitigation measures or conditions are rejected by a governmental agency with jurisdiction, Developer may implement reasonably equivalent substitute mitigation, consistent with CEQA, to the City's satisfaction, in lieu of the rejected mitigation measures or conditions. Such substitution is deemed to be a Minor Modification pursuant to the ESSCSP. 4.14 In Lieu Credits. The City must grant Developer in lieu credits, as appropriate, and as specified herein and for those matters set forth on attached Exhibit "E," which is incorporated by reference. Developer Agreements. 5.1 General. Developer must comply, or cause compliance, with: (i) this Agreement; (ii) the Project Approvals including, without limitation, all mitigation measures required by the determination made pursuant to CEQA; and (iii) all Future Approvals for which it is the applicant. 5.2 Maintenance Obligations. Developer must maintain all portions of the Campus visible from a public street and in its possession or control, including improvements thereon, in a clean, neat and orderly manner. Developer's maintenance obligations survive any termination or expiration of this Agreement. 5.3 Sales and Use Tax. 292 5.3.1 In the event the contract price for any work on the Project is valued at ten million dollars ($10,000,000) or more, Developer agrees to report, on a State Board of Equalization Tax Return, any purchases of tangible personal property made in connection with the finishing of and /or installation of materials, or fixtures for the Project, when such purchases were made without sales or use tax due. Developer must indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, Developer must also obtain a permit or a sub - permit from the State Board of Equalization indicating the City as the registered job site location, in accordance with Revenue and Taxation Code § 7051.3 or State Board of Equalization Operations Menem dU Ne. 1023Cornpliance Policy and Procedure Manual (Section 295,060). 5.3.2 Developer further agrees that if Developer retains contractors or subcontractors to perform a portion of work in the Project, and said contracts or subcontracts are valued at ten million dollars ($10,000,000) or more, said contracts or subcontracts must contain the provisions set forth in Section 5.3.1 above. 5.3.3 The Director of Finance of the City is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 5.3 upon proof to the reasonable satisfaction of the Director of Finance that Developer and /or its contractors or subcontractors have made good faith efforts to obtain said permit or sub - permits, but were denied the same by the State Board of Equalization. 5.4 All new development must have buildings designed to be energv efficient. at least fifteen percent 0 5% above the re uirements set forth in California Code of Regulations Title 24 in effect at the time that building plans are submitted. evel q�)Feje t Must, Hff 1-1 With the eunvrA Cal StedidaFds. . Fd 6. CityAgreements. 6.1 Expedited Processing. The City must process in an expedited manner all plan checking, excavation, grading, building, encroachment and street improvement permits, Certificates of Occupancy, utility connection authorizations, and other ministerial permits or approvals necessary, convenient or appropriate for the grading, excavation, construction, development, improvement, use and occupancy of the Project in accordance with City's accelerated plan check process under the Applicable Rules. Without limiting the foregoing, if requested by Developer, City agrees to utilize private planners and plan checkers (upon Developer's request and at Developer's cost) and any other available means to expedite the processing of Project applications, including concurrent processing of such applications by various City departments. 6.2 Processing Cooperation and Assistance. To the extent permitted by law, City must reasonably cooperate with Developer in securing any and all entitlements, authorizations, permits or approvals which may be required by any other governmental or quasi - governmental entity in connection with the development of the Project or the Campus. Without limiting the foregoing, City must reasonably cooperate with the Developer in any dealings with federal, state and other local governmental and quasi - governmental entities concerning issues affecting the Campus. City must keep Developer fully informed with respect to its communications with such agencies which could impact the development of the Campus. City must not take any actions to encourage any 9 293 other governmental or quasi - governmental entities from withholding any necessary approvals and any such contrary actions on the part of the City must be considered a breach of this Agreement by City. 6.3 Processing, During Third Party Liti Litigation. The filing of any third party lawsuit(s) against City or Developer relating to this Agreement, the Project Approvals, any Future Approvals or to other development issues affecting any portion of the Campus or the Project must not hinder, delay or stop the development, processing or construction of the Project, approval of applications for any Future Approvals, or issuance of ministerial permits or approvals, unless the third party obtains a court order preventing the activity. City must not stipulate to or cooperate in the issuance of any such order. 6.4 Reimburseiiient for City's Efforts on Behalf of Developer. To the extent that City, on behalf of Developer, attempts to enter into binding agreements with other entities in order to ensure the availability of certain permits and approvals or services necessary for development of the Project as described in this Agreement, Developer must reimburse City for all costs and expenses incurred in connection with seeking and entering into any such agreement. Any fees, assessments or other amounts payable by City pursuant to any such agreement must be borne by Developer except where Developer notified City in writing, before City entering into such agreement, that it does not desire for City to execute such agreement. 6.5 City's Efforts to Defend and/or Enforce Multi Aancy Agreements. Except as limited by Section 19. 1, Developer must defend and indemnify — the to the extent set forth in this Agreement — City in any challenge by any person to any such agreement, and must reimburse City for any costs and expenses incurred by City in enforcing any such agreement. 7. Traffic Improvements. 7.1 Nash Street. 7.1.1 At such time that the Nash Street connection is required under the terms of the Agreement, Developer must build the Nash Street extension consistent with the General Plan Secondary Arterial roadway classification and as shown on Vesting Map No. 71551. 7.1.2 The Nash Street extension must be completed before Phase II of Vesting Map No. 71551 is recorded or a certificate of occupancy being issued for any new development which would cause the Phase 1 Development trip cap of 89 a.m. peak hour, 225 p.m. peak hour trips, or 3,775 daily trips to be exceeded. 7.1.3 Developer will receive in lieu credit against City's traffic impact fees for the actual cost of construction of the Nash Street extension. Developer must submit appropriate documentation to City to verify the construction costs. 7.1.4 When the Nash Street extension is complete, Developer must offer for dedication the street and public improvements associated with the street to City (collectively, "Nash Street Improvements "). 10 294 7.1.5 When City accepts the Nash Street extension and improvements, Developer will not be responsible for maintenance of the public street improvements including, without limitation, sidewalks, signs, roadways, street lights, and lighting fixtures. Public use of the Nash Street extension is not permitted until City accepts such dedication. 7.1.6 Developer agrees to cooperate with City in creating a landscaping and lighting assessment district to cover only the maintenance costs of the landscape and lighting portion of the Nash Street improvements and will not protest the formation of any such district. The costs of the assessment engineer and other direct set -up costs of the assessment district will be included in the assessment costs to be levied against the affected properties. 7.2 Continental Boulevard Public Access. 7.2.1 Developer must build the extension of the Continental Boulevard roadway located on Parcel 25 consistent with the General Plan Secondary Arterial roadway classification (as shown on Vesting Map No. 71551) before Pphase II of Vesting Map No. 71551 is recorded. The Developer must build the extension of the Continental Boulevard roadway located on Parcel 21 consistent with the General Plan Collector roadway classification (as shown on Vesting Map No. 71551) before Pphase III of Vesting Map No. 71551 is recorded. 7.2.2 Continental Boulevard, and the extension thereof, must remain a private roadway, except as specified in Sections 7.2.3 and 7.2.4 below. The private roadway may be fenced, and /or guarded and /or gated. 7.2.3 If at any time buildings along Continental Boulevard are sold, leased, or used by any third party CiLthat is not an affiliate of Raytheon; or (ii) does not use or operate the buildings in furtherance of Raytheon's business operations, Developer must provide a public access easement to City for this street. For purposes of this section, an affiliate includes a subsidiary or partner of Raytheon. 7.2.4 Notwithstanding Section 7.2.3, Developer may offer Continental Boulevard to City for dedication. If City accepts Continental Boulevard and its improvements, Developer will not be responsible for maintenance of the public street improvements including, without limitation, sidewalks, signs, roadways, street lights, and lighting fixtures. 7.2.5 Developer agrees to cooperate with City in creating a landscaping and lighting assessment district to cover only the maintenance costs of the landscape and lighting portion of the Continental Boulevard improvements and will not protest the formation of any such district. The costs of the assessment engineer and other direct set -up costs of the assessment district will be included in the assessment costs to be levied against the affected properties. 7.2.6 Developer agrees to a 20 -year irrevocable offer of dedication to the City of Parcel 26 of Vesting Map No. 71551. This dedication may be accepted by the City at such time the City permits circulation through the adjacent golf course and that portion of Continental Boulevard connecting Parcel 26 and El Segundo Boulevard is made accessible to the public. 7.3 El Segundo Boulevard Improvements. 11 295 7.3.1 Developer must complete the El Segundo Boulevard roadway improvements consistent with the General Plan Major Arterial classification and as shown on Vesting Map No. 71551, based on the following phasing criteria: 7.3.1.1 If either Parcel 15 or 16 of Vesting Map No. 71551 is developed, the required roadway improvements must be completed on the El Segundo Boulevard frontage of both Parcels 15 and 16 before City issues a certificate of occupancy for any new building in that area. 7.3.1.2 If Parcel 14 of Vesting Map No. 71551 is developed, the required roadway improvements must be completed on the El Segundo Boulevard frontage of Parcel 14 before City issues a certificate of occupancy for any new building in that area. 7.3.1.3 If Parcels 1, 2, 3, or 4 of Vesting Map No. 71551 are developed, then the required roadway improvements must be completed on the El Segundo Boulevard frontage for all parcels within the Specific Plan area with El Segundo Boulevard frontage before City issues a certificate of occupancy for any new building in such areas. 7.3.2 Developer is responsible for all construction costs relating to the El Segundo Boulevard roadway improvements, including the cost of roadway construction, retaining walls, pole relocation and Class 1 bicycle path (see Section 7.4), except as specified below. 7.3.2.1 Notwithstanding the above, Developer is not responsible for relocation of any infrastructure that is not directly on the El Segundo Boulevard frontage and located within the Campus. The SCE towers at the corner of El Segundo and Sepulveda Boulevards are specifically excluded from Developer's responsibility under this Section 7.3.2. 7.3.2.2 Developer is entitled to receive in lieu credit against City's traffic impact fees for the actual cost of construction of the El Segundo Boulevard improvements. Developer must submit documentation acceptable to City to verify the construction costs. No credit will be given for the value of the land area required for the El Segundo Boulevard widening. 7.3.2.3. Developer's costs will be offset by any grants provided to City for such improvements by any outside agency. City must use its best efforts to seek any and all available grants. 7.3.3 As an alternative to construction, Developer may pay a portion of the required traffic mitigation fees as a lump sum. This lump sum would cover the costs of El Segundo Boulevard improvements located in the plan area within 275 feet east of the Sepulveda Boulevard intersection. This area includes three (3) utility poles Developer has identified as having significant relocation costs. This lump sum would be required before the first building permit for new development in the Campus is issued. The amount of the lump sum will be based on a revised estimate of the costs associated with improvements within the El Segundo Boulevard right -of -way where Developer would like City to proceed with improvements instead of the Developer. 7.4 El Segundo Boulevard Bicycle Path. 12 296 7.4.1 Developer must construct a Class 1 bicycle path on El Segundo Boulevard during the same period in which the El Segundo Boulevard Improvements discussed in Section 7.3 above areer installed, subject to the following: 7.4.1.1 For lots with frontage on that portion of El Segundo Boulevard located east of the future extension of Continental Boulevard and west of the future extension of Nash Street, the bicycle path may be located within the required building setback areas as long as a five foot distance is maintained between the bicycle path and any building or structure. 7.4.1.2 In order to facilitate the 4th travel lane under the Green -Line light rail overpass, the El Segundo Boulevard bike path must be routed south of the overpass supports and through the Metro Station area. An easement must be provided over Parcel 14 of Vesting Map No. 71551 to allow this routing. No building setback modifications are required due to such rerouting as long as a five foot distance between the bicycle path and any building is maintained. 7.4.1.3 Developer is not responsible for the cost of relocation any infrastructure that is not directly on the El Segundo Boulevard frontage of the Campus, including without limitation, the SCE tower at the corner of El Segundo and Sepulveda Boulevards. 7.4.2 Developer is entitled to receive in lieu credit against City's traffic impact fees for the actual cost of construction of the El Segundo Boulevard bicycle path. Developer must submit documentation acceptable to City to verify the construction costs. No credit will be given for the value of the land area under the El Segundo Boulevard bike path. 7.4.3 Developer's costs will be offset by any grants provided to the City of El Segundo by any outside agency relating to the construction of the bicycle path along El Segundo Boulevard. 7.5 Nash Street Extension Bic cclle Lane. 7.5.1 At such tiine as the Nash Street Extension must be completed pursuant to Section 7.1.2 above Developer must construct a Class II bicycle lane in each direction of the Nash Street extension. 7.5.2 The Class II bicycle lane will be integrated into the Nash Street roadway. 7.5.3 Construction costs for the bicycle lane are considered to be part of the overall Nash Street roadway extension and are Developer's responsibility. 7.5.4 The width of the Class II bicycle lanes are included within the overall Right of Way width of the Nash Street Extension. This is illustrated in the Vesting Map No. 71551 exhibit entitled "Typical Section: Secondary Arterial Street." No additional public right -of -way will be required for the bicycle lane. 7.6 Green Line Station. 7.6.1 Developer must pay $75,000 towards the construction of bicycle parking facilities at or adjacent to the Metro Green Line El Segundo Station. The $75,000 payment must 13 297 be made before City issues a certificate of occupancy is issued for any building included in Phase II. Developer is entitled to receive in lieu credit against City's traffic impact fees for this payment. 7.6.2 Developer must allow a pedestrian easement across one or a combination of P_parcels 13,_14 and /or 24 of Vesting Map No. 71551 to allow direct pedestrian access to the Green Line station. The walkway must be completed before a certificate of occupancy is issued for any building on Pparcel 13 or 14. The walkway must be paved and compliant with ADA requirements with a minimum width of five feet. 7.7 Coral Circle Connection. Developer agrees to provide City with a 20 -year irrevocable offer of dedication of Parcels 20 and 22 of Vesting Map No. 71551. This dedication may be accepted by City at such time City enters agreements with adjacent landowners located at 363 -365 Coral Circle and 401 Coral Circle to obtain public street access across their property for a roadway to connect Nash Street to Coral Circle. The offer of dedication will allow for fee simple ownership of Parcels 20 and 22 to be transferred to the owners of 363 -365 Coral Circle and 401 Coral Circle, and a public street dedication for a portion of the two parcels to the City for a roadway consistent with the "Local Commercial Street" General Plan Circulation Element Street Classification. 7.8 Traffic Fee In Lieu Credits. Except as otherwise specified herein, Developer will be entitled to in lieu credits against the City's traffic impact fees for all required traffic mitigation measures within the City of El Segundo's jurisdiction that are constructed or paid by Developer. Developer is not entitled to any in lieu credits for mitigation measures outside of the City's jurisdiction. Utilities 8.1 City must maintain all City -owned public utilities located in public or private streets within the Campus. Any utilities located on private property must be the responsibility of Developer, or its successor in interest. 8.2 City is contemplating a capacity upgrade in the El Segundo sewer line. 8.2.1 Up to 2,142,457 rg_ oss square feet of development, the total amount of new development allowed by the Specific Plan, must be able to access sewer service in the El Segundo Boulevard sewer trunk line after completion of the sewer line upgrade provided that Developer contributes twenty -five percent (25 %) up to a maximum amount of $375,000.00 toward completion of the sewer upgrade. 8.2.2 Developer must make its contribution at the time the City awards the sewer improvement project, but no later than December 31, 2018,- for Developer to obtain access to the El Segundo Boulevard sewer trunk line. 8.2.3 Upon payment, City must reserve a portion of the available capacity in the existing fifteen inch (15 ") line up to a net increase of 30,212 gallons per day for Developer and Developer is entitled to connect to the existing line through a temporary sewer connection. Developer is entitled to make a permanent connection to the upgraded line once the sewer capacity upgrade project is completed. 14 298 9. Recreational Access. 9.1 The Specific Plan provides for 7.54 acres of land to be used for Open Space and Recreational purposes. This land must remain private and only available to Raytheon employees. However, should Developer sell more than twenty percent (20 %) of ESSCSP Campus Area (i.e., at least 28.44 acres), to a user other than Raytheon or a Raytheon affiliate, Developer must provide non - Raytheon or Raytheon affiliated employees within the ESSCSP area with permanent access to the 7.54 -acre recreational area within the Campus. The access must be formalized through agreements between Raytheon and the purchaser(s) of the property. 9 .22 Within 30 days of approval of a land transfer of the recreational /open space area to an alternative parcel and before a building permit may be issued on Parcel 11 Tthe Developer must record a 20-year irrevocable offer of dedication of the 7.54 acre recreational/ol2en s ace area to the City of El Segundo, in a form apnroved by the City Attorney, for future Rotential park purposes if located on any of the lots (Parcels I.2. 3 4 7 8_13 or 14 of Vesting Map No 71551, and outside the Raytheon security fenced t)erimeter. 10. Payments after Approval. 10.1 Six Annual Payments. The Developer must make si-xone annual payments of $500,000 and live Subsequent annual payments ol' $700 000 each to the City. Payments will start on March 31, 2016 and occur annually on March 31St, with the final payment due on March 31, 2021. These $500-,000-payments will be deposited to the City's General Fund and may be used for any general purpose identified by the City Council in its sole discretion. The total amount of the six payments is $4.000,000. 10.2 Payment in Year 10. If the Nash Street extension, identified in Section 7. 1, is not completed within 10 years of the effective date of the City Council Ordinance approving the Specific Plan and related entitlements, then the Developer is required to make a $5,000,000 payment not later than the anniversary date that the Ordinance became effective (e.g., if the Ordinance became effective December 1, 2015, then payment would be due not later than December 2, 2025). This payment will be deposited to the City's General Fund and may be used for any general purpose identified by the City Council in its sole discretion. 10.3 Building Permit Fee. Before building permits are issued for any new development (not existing at time of project approval) in the project area, the Developer must pay a $0.50 per gross square -foot fee. All revenue from this fee will be deposited to the City's General Fund and may be used for any general purpose identified by the City Council in its sole discretion. 11. Uniform Codes and Standard Specifications 11.1 Nothing in this Agreement prevents City from applying Uniform Codes to the Project provided that the provisions of any such Uniform Code: 15 299 11.1.1 apply to the Project only to the extent that such code is in effect on a City wide basis; 11.1.2 with respect to those portions of any such Uniform Codemedel code that have been adopted by City without amendment, be interpreted and applied in a manner consistent with the interpretation and application of such code pursuant to California Law. 11.2 Nothing in this Agreement prevents City from applying to the Project "standard specifications" for public improvements (e.g., streets, storm drainage, parking lot standards, driveway widths) as the same may be adopted or amended from time to time by City, provided that the provisions of any such standards and specifications apply only to the extent they are in effect on a Ceitywide basis and do not conflict with standards contained in the Specific Plan. As they concern the Project or the Project Site, to the extent any City Law or other City ordinance, regulation, standard, or specification conflicts with the Specific Plan, the Specific Plan controls unless otherwise provided herein. 11.3 State and Federal Law. As provided in Government Code § 65869.5, in the event that state or federal laws or regulations, enacted after the Vesting Date ( "Changes in the Law ") prevent or preclude compliance with one or more provisions of this Agreement, such provisions of the Agreement will be, by operation of law, modified or suspended, or performance thereof delayed, as and to the extent may-be-necessary to comply with such Changes in the Law. In the event any state or federal resources agency (i.e., California Department of Fish and Game, U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers, Regional Water Quality Control Board /State Water Resources Control Board), in connection with its final issuance of a permit or certification for all or a portion of the Project, imposes requirements ( "Permitting Requirements ") that require modifications to the Project, then the parties will work together in good faith to incorporate such changes into the Project; provided, however, that if Developer appeals or challenges any such Permit Requirements, then the parties may defer such changes until the completion of such appeal or challenge. 12. Demonstration of Good Faith Compliance 12.1 Review of Compliance. In accordance with Government Code § 65865.1, this Section 12 and the Applicable Rules, once each year, on or before each anniversary of the Effective Date ( "Periodic Review "), the Director will review the extent of Developer's good faith substantial compliance with the terms and provisions of this Agreement as well as the performance by the City of its obligations under this Agreement. 12.2 Good Faith Compliance. During each Periodic Review, Developer must demonstrate that, during the preceding twelve (12) month period, that it has been in good faith compliance with this Agreement. For purposes of this Agreement, the phrase "good faith compliance" means that Developer has demonstrated that it acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith in and has substantially complied with Developer's material obligations under this Agreement. 12.3 City Report -Information to be Provided to Developer. At least fourteen (14) days before the annual anniversary of the Effective Date the City must deliver to Developer a copy of 16 300 all staff reports prepared in connection with a Periodic Review, any prior staff reports generated during the review period, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review ( "City Report"). 12.4 Developer's Report. No later than the annual anniversary of the Effective Date, Developer must submit a written status report to the Director addressing the good faith compliance issue and any issues raised by the City Report provided to Developer in accordance with Section 12.3 above. 12.5 Notice Of Non- Compliance; Cure Rights. If, after reviewing the Developer's Report, the Director reasonably concludes on the basis of substantial evidence that as to any parcel or parcels comprising the Campus, Developer has not demonstrated that it is in good faith compliance with this Agreement the Director may issue and deliver to Developer a written Notice of Violation as set forth in Section 14 below. 12.6 Public Notice of Finding. Any appeal of the Director's determination (including any appeal by Developer) must be filed within twenty (20) days following such decision. Filing such an appeal tolls the cure period specified in the Notice of Violation. Notwithstanding Ssection 17, an appeal regarding the Notice of Violation must be heard directly by the City Council at a duly- noticed public hearing and the City Council must issue a final decision. Not in limitation of the forgoing, Developer retains the right to challenge City's issuance of any final decision pursuant to Code of Civil Procedure § 1094.5 without complying with the procedures set forth in Section 13.4 below. 12.7 Failure of Periodic Review. The City's failure to review, at least annually, compliance by Developer with the terms and conditions of this Agreement does not constitute nor can it be asserted by any Party as a breach by any other Party of this Agreement. If the City fails to provide the City Report by the Effective Date, Developer will be deemed to be in good faith compliance with this Agreement. 13. Excusable Delays. Performance by any Party of its obligations in this Agreement is excused during any period of "Excusable Delay," as defined, provided that the Party claiming the delay gives notice of the delay to the other Party as soon as reasonably possible after the same has been ascertained. For purposes hereof, Excusable Delay means delay that directly affects, and is beyond the reasonable control of, the Party claiming the delay, including without limitation: (a) civil commotion; (b) riot; (c) strike, picketing or other labor dispute; (d) shortage of materials or supplies; (e) damage to work in progress or delays by reason of fire, flood, including flood due to rains, earthquake, windstorm, or other casualty; (f) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or mandated by a governmental entity other than City; (g) litigation brought by a third party attacking the validity of a Project Approval, a Future Approval or any other action necessary for development of the Campus; (h) delays caused by any default by the other Party; or (i) delays due to the presence or remediation of hazardous materials. The Term of this Agreement, including any extensions, will automatically be extended by any period of Excusable Delay. 14. Default Provisions. 17 301 14.1 Default. Either Party to this Agreement will have breached this Agreement if it materially breaches any of the provisions of this Agreement and the same is not cured within the time set forth in a written notice of violation (the "Notice of Violation ") from the non - breaching Party to the breaching Party, which period of time is not less than ten (10) days following receipt of written notice from the non - breaching Party for monetary defaults, and not less than sixty (60) days following receipt of written notice from the non - breaching Party for non - monetary defaults from the date that the notice is deemed received, provided if the breaching Party cannot reasonably cure a non - monetary default within the time set forth in the notice, then the breaching Party will not be in default if it commences to cure the default within such time limit and diligently effects such cure thereafter. If City determines that a default may have occurred, City may choose to terminate this Agreement in which case it must give written notice to Developer of its intention to terminate and comply with the notice and public hearing requirements of Government Code §§ 65867 and 65868. At the time and place set for the hearing on termination, Developer will be given an opportunity to be heard. If the City Council finds based upon the evidence that Developer is in breach of this Agreement, the City Council may modify or terminate this Agreement; provided, however, if Developer initiates a resolution of dispute in accordance with the provisions of Section 14.4 below within sixty (60) days following the City Council's determination that Developer is in breach of this Agreement, the City Council's decision to modify or terminate this Agreement is stayed until the issue has been resolved through informal procedures, mediation, or court proceedings. 14.2 Content of Notice of Violation. Every Notice of Violation must state with specificity that it is given pursuant to this Section of the Agreement, the nature of the alleged breach, (including references to the pertinent provisions of this Agreement), the portion of the Campus involved, and the manner in which the breach may be satisfactorily cured. Notice must be given in accordance with Section 23 hereof. 14.3 Remedies for Breach. The Parties agree that the remedies for breach of this Agreement are limited to the remedies expressly set forth in this subsection. The remedies for breach of this Agreement by City or Developer are limited to injunctive relief and /or specific performance. 14.4 Resolution of Disputes. City and Developer agree to attempt to settle any claim, dispute or controversy arising from this Agreement through consultation and negotiation in good faith and in a spirit of mutual cooperation. If those attempts fail, the dispute may be mediated by a mediator chosen jointly by City and Developer within thirty (3 0) days after notice by one of the parties demanding non - binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, and City and Developer will share the cost of the mediation equally. The parties may agree to engage in some other form of non - binding alternate dispute resolution ( "ADR ") procedure in lieu of mediation. Any dispute that cannot be resolved between the parties through negotiation or mediation within two months after the date of the initial demand for non- binding mediation may then be submitted to a court of competent jurisdiction in the County of Los Angeles, California. 14.5 Attorneys Fees and Costs. Each party to this Agreement agrees to waive any entitlement of attorneys' fees and costs incurred with respect to any dispute arising from this 18 302 Agreement. The parties will each bear their own attorneys' fees and costs in the event of any dispute. 15. Mortgagee Protection. This Agreement does not prevent or limit the Developer, in any manner, at Developer's sole discretion, from encumbering the Campus or any portion thereof or any improvements thereon by any mortgage, deed of trust or other security device. City acknowledges that the lender(s) providing such financing ( "Mortgagee ") may require certain Agreement interpretations and agrees, upon request, from time to time, to meet with Developer and representatives of such lender(s) to provide within a reasonable time period City's response to such requested interpretations. City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof, including without limitation the purchaser at a judicial or non judicial foreclosure sale or a person or entity who obtains title by deed -in -lieu of foreclosure on the Campus must be entitled to the following rights and privileges: 15.1 Mortgage Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement will defeat, render invalid, diminish, or impair the priority of the lien of any mortgage or deed of trust on the Campus made in good faith and for value. No Mortgagee has an obligation or duty under this Agreement to perform Developer's obligations, or to guarantee such performance, before taking title to all or a portion of the Campus. 15.2 Request for Notice to Mortgagee. The Mortgagee of any mortgage or deed of trust encumbering the Campus, or any part thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices, is entitled to receive a copy of any Notice of Violation delivered to the Developer. 15.3 Mortgage's Time to Cure. City must provide a copy of any Notice of Violation to the Mortgagee within ten (10) days of sending the Notice of Violation to Developer. The Mortgagee has the right, but not the obligation, to cure the default for a period of sixty (60) days after receipt of such Notice of Violation or such longer period of time as may be specified in the Notice. Notwithstanding the foregoing, if such default is a default which can only be remedied by such Mortgagee obtaining possession of a Campus, or any portion thereof, and such Mortgagee seeks to obtain possession, such Mortgagee has until sixty (60) days after the date of obtaining such possession to cure or, if such default cannot reasonably be cured within such period, to commence to cure such default, provided that such default is cured no later than one (1) year after Mortgagee obtains such possession. 15.4 Cure Rights. Any Mortgagee who takes title to all of the Campus, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, will succeed to the rights and obligations of Developer under this Agreement as to the Campus or portion thereof so acquired; provided, however, in no event is such Mortgagee liable for any defaults or monetary obligations of Developer arising before acquisition of title to the Campus by such Mortgagee, except that any such Mortgagee is not entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary or non - monetary obligations due under this Agreement for the Campus, or portion thereof acquired by such Mortgagee, have been satisfied. 19 303 15.5 Bankruptcy. If any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving Developer, the times specified in Section 14.3 above will be extended for the period of the prohibition, except that any such extension cannot extend the Term of this Agreement. 15.6 Disaffirmation. If this Agreement is terminated as to any portion of the Campus by reason of (i) any default or (ii) as a result of a bankruptcy proceeding, this Agreement is disaffirmed by a receiver, liquidator, or trustee for Developer or its property, City, if requested by any Mortgagee, will negotiate in good faith with such Mortgagee for a new development agreement for the Project as to such portion of the Campus with the most senior Mortgagee requesting such new agreement. This Aagreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this Section. 16. Estoppel Certificate. At any time and from time to time, Developer may deliver written notice to City and City may deliver written notice to Developer requesting that such Party certify in writing that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties; (ii) this Agreement has not been amended, or if amended, the identity of each amendment; and (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach. The Party receiving such a request must execute and return the certificate within thirty (30) days following receipt of the notice. The failure of City to deliver such a written notice within such time constitutes a conclusive presumption against City that, except as may be represented by Developer, this Agreement is in full force and effect without modification, and that there are no uncured defaults in the performance of the Developer. The Director is authorized to execute, on behalf of City, any Estoppel Certificate requested by Developer. City acknowledges that a certificate may be relied upon by successors in interest to Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Campus in which that Developer has a legal interest. 17. Administration of Agreement. 17.1 Appeal of Determinations. Any decision by City staff concerning the interpretation or administration of this Agreement or development of the Campus in accordance herewith may be appealed by Developer to the Planning Commission, and thereafter, if necessary, to the City Council pursuant to the El Segundo Municipal Code. Developer cannot seek judicial review of any staff decision without first having exhausted its remedies pursuant to this Agreement. Final determinations by the City Council are subject to judicial review subject to the restrictions and limitations of California law. 17.2 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the Termtefnrs of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they will effectuate such clarification through a memoranda approved in writing by City and Developer (the "Operating Memoranda "), which, after execution, will be attached hereto and become part of this 20 304 Agreement and the same may be further clarified from time to time as necessary with future written approval by City and Developer. Operating Memoranda are not intended to and do not constitute an amendment to this Agreement but are mere ministerial clarifications, therefore public notices and hearings are not required. The City Attorney is authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 18 below. The authority to enter into such Operating Memoranda is hereby delegated to the Director, and the Director is hereby authorized to execute any Operating Memoranda hereunder without further City Council action. 17.3 Certificate of Performance. Upon the completion of the Project, or the completion of development of any parcel within the Project, or upon completion of performance of this Agreement or its earlier revocation and termination, City must provide Developer, upon Developer's request, with a statement ( "Certificate of Performance ") evidencing said completion or revocation and the release of Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance must be signed by the appropriate agents of Developer and City and be recorded in the official records of Los Angeles County, California. Such Certificate of Performance is not a notice of completion as referred to in Civil Code § 3093. 18. Amendment or Termination by Mutual Consent. Except as otherwise set forth herein, this Agreement may only be amended or terminated, in whole or in part, by mutual consent of City and Developer, and upon compliance with the provisions of Government Code §§ 65867 and 65867.5. 19. Indemnification/Defense. 19.1 Indemnification. Developer agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from the City's approval of Project, this Agreement, Developer's performance of this Agreement, and all procedures with approving this Agreement (collectively, "Discretionary Approvals "), except to the extent such is a result of the City's sole negligence or intentional misconduct. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Discretionary Approvals, Developer agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise, except to the extent such action is a result of the City's sole negligence or intentional misconduct. For purposes of this Section "the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. 19.2 Defense of Agreement. If City accepts Developer's indemnification and defense as provided in Section 19.1 above, City agrees to and must timely take all actions which are necessary or required to uphold the validity and enforceability of this Agreement, the Discretionary Approvals, Project Approvals, Development Standards and the Applicable Rules. This Section 194-8 will survive the termination of this Agreement. 20. Cooperation in the Event of Legal Challenge 21 305 20.1 Third Party Challenges. In the event of any administrative, legal or equitable action or other proceeding instituted by any person or entity not a party to the Agreement challenging the validity of any provision of this Agreement, challenging any Approval, or challenging the sufficiency of any environmental review of either this Agreement or any Approval under CEQA (each a "Third Party Challenge "), each party must cooperate in the defense of such Third Party Challenge, in accordance with this Section. Developer agrees to pay City's costs of defending a Third Party Challenge, including all court costs and reasonable attorney's fees expended by City (including the time and cost of the City Attorney) in defense of any Third Party AetienChallenge, as well as the time of City's staff spent in connection with such defense. Developer may select its own legal counsel to represent Developer's interests in any Third Party Challenge at Developer's sole cost and expense. City agrees that it will not enter into a settlement agreement to any Third Party Challenge without Developer's written consent. Developer's obligation to pay City's costs in the defense of a Third Party Challenge does not extend to those costs incurred on appeal unless otherwise authorized by Developer in writing.. 20.2 Third Party Challenges-Related to the Applicability City-Laws. The provisions of this Section will apply only in the event of a legal or equitable action or other proceeding, before a court of competent jurisdiction, instituted by any person or entity not a party to the Agreement challenging the applicability to the Project or Project Site of a conflicting City Law (a "Third Party Enforcement Action "): 20.2.1 In the event of a Third Party Enforcement Action, City must (i) promptly notify Developer of such action or proceeding, and (ii) stipulate to Developer's intervention as a party to such action or proceeding unless Developer has already been named as a respondent or real party in interest to such action or proceeding. In no event will City take any action that would frustrate, hinder, or otherwise complicate Developer's efforts to intervene, join or otherwise participate as a party to any Third Party Enforcement Action. As requested by Developer, City must use its best efforts to ensure that Developer is permitted to intervene, join or otherwise participate as a party to any Third Party Enforcement Action. If, for any reason, Developer is not permitted to intervene, join or otherwise participate as a party to any Third Party Enforcement Action, the parties to this Agreement agree to cooperate, to the maximum extent permitted by law, in the defense of such action or proceeding. For purposes of this Section, the required cooperation between the parties includes, without limitation, developing litigation strategies, preparing litigation briefs and other related documents, conferring on all aspects of the litigation, developing settlement strategies, and, to the extent permitted by law, jointly making significant decisions related to the relevant litigation, throughout the course thereof. 20.2.2 City's costs of defending any Third Party Enforcement Action, including all court costs, and reasonable attorney's fees expended by City (including the time and cost of the City Attorney) in defense of any Third Party Enforcement Action, as well as the time of City's staff spent in connection with such defense (the "Enforcement Action Defense Costs), will be paid in accordance with this Agreement. Notwithstanding the forgoing, in no event will the Enforcement Action Defense Costs extend to, nor will Developer or the Project be obligated to pay, any costs incurred on appeal unless otherwise authorized by Developer in writing; 20.2.3 City must not enter into a settlement agreement or take any other action to resolve any Third Party Enforcement Action without Developer's written consent. City cannot, 22 306 without Developer's written consent, take any action that would frustrate, hinder or otherwise prevent Developer's efforts to settle or otherwise resolve any Third Party Enforcement Action. 20.2.4 Provided that City complies with this Section and provided that Developer is a party to the relevant Third Party Enforcement Action, Developer agrees to be bound by any final judgment (i.e., following all available appeals) arising out of a Third Party Enforcement Action and further agrees that no default under this Agreement will arise if such final judgment requires City to apply to the Project or Project Site a City Law that conflicts with Applicable L-awRules or this Agreement. 21. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 22. Effective Date. This Agreement becomes operative on the Effective Date. 23. Notices. Any notice that a party is required or may desire to give the other must be in writing and may be sent by: i) personal delivery; or ii) by deposit in the United States mail, postage paid, registered or certified mail, return receipt requested; or iii) by overnight delivery using a nationally recognized overnight courier, providing proof of delivery; or iv) by facsimile or electronic delivery, evidenced by confirmed receipt, addressed as follows (subject to the right of a party to designate a different address for itself by notice similarly given): If to City: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: City Manager Phone: 310 524 -2301 Fax: 310 322 -7137 E -Mail: gcarpenter @elsegundo.org With a Copy to: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: Director of Planning and Building Safety Phone: 310 524 -2346 Fax: 310 322 -4167 E -mail: slee @elsegundo.org With a Copy to: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: Planning Manager Phone: 310 524 -2340 Fax: 310 322 -4167 Email: kchristensen @elsegundo.org 23 307 With a Copy to: Hensley Law Group 2600 W. Olive Avenue, Suite 500 Burbank, California 91505 Attention: Mark D. Hensley, Esq. Phone: 818/333 -5120 Fax: 818/333 -5121 E -Mail: mhensley @hensleylawgroup.com If to Developer: Raytheon Company 2000 El Segundo Boulevard Mailn Station 55158 El Segundo, California 90245 Attention: Director of Facilities and Real Estate Phone: 310/647 -8880 Fax: 310/647 -9348 E -Mail: scott _pozza @raytheon.com With _a Copy to: Raytheon Company 2000 El Segundo Boulevard Mailn Station 5159S 175 El Segundo, California 90245 _ Attention: Senior Manager of Real Estate Phone: 310/647 -2567 Fax: 310/647 -9348 E -Mail: aadamsl@rg3lheon.com With a Copy to: Raytheon Company 870 Winter Street Waltham, MA 02451 Attention: Real Estate Department Phone: 781/522-300620 Fax: 781/522 -6465 Email: jerry a celluccifd),raytheon.com Any notice given by mail is deemed to have been given as of the date of delivery (whether accepted or refused) established by United States Post Office, return receipt, or the overnight carrier's proof of delivery, as the case may be. Notices given in any other manner are effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m., local time of the recipient, of any business day with delivery made after such hours deemed received the following business day. A party's address may be changed by written notice to the other party effective upon actual receipt of such notice. After a transfer of all or a portion of the Campus pursuant to Sections 3.2 and 3.3, Developer must be copied on all correspondence whether by City or Transferee relating to such transferred property. 24 308 24. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and supersedes in its entirety all prior agreements or understandings, oral or written. This Agreement cannot be amended, except as expressly provided herein 25. Waiver. No waiver of any provision of this Agreement constitutes a waiver of any other provision, whether or not similar; nor must any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver is binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 26. Ambiguities or Uncertainties. The parties hereto have mutually negotiated the terms and conditions of this Development Agreement and this has resulted in a product of the joint drafting efforts of both parties. Neither party is solely or independently responsible for the preparation or form of this A_agreement. Therefore, any ambiguities or uncertainties are not to be construed against or in favor of either party. 27. Supersession of Subsequent Laws of Judicial Action. The provisions of this Agreement must, to the extent feasible, be modified or suspended as may be necessary to comply with any new law or decision issued by a court of competent jurisdiction, enacted or made after the effective date which prevents or precludes compliance with one or more provisions of this Agreement. Immediately after enactment of any such new law, or issuance of such decision, the parties must meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement. 28. Severability.. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement is effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 29. Relationship of the Parties. Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of any other Party in any respect. Nothing contained herein or in any document executed in connection herewith must be construed as creating the relationship of partners, joint ventures or any other association of any kind or nature between City and Developer, jointly or severally. 30. No Third PaLly Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person or party must have any right of action based upon any provision of this Agreement. 31. Recordation of Agreement and Amendments. This Agreement and any amendment thereof must be recorded with the County Recorder of the County of Los Angeles by the City Clerk of City. 32. Cooperation Between City and Developer. City and Developer will execute and deliver to the other all such other and further instruments and documents as may be reasonably necessary to carry out the purposes of this Agreement. Upon satisfactory performance by Developer, and subject to the continuing cooperation of the Developer, City will commence and in a timely manner 25 309 proceed to complete all steps necessary for the implementation of this Agreement and development of the Project or Campus in accordance with the terms of this Agreement. 33. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they do not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Applicable Rules or the Project Approvals or any Future Approvals, the provisions of this Agreement control. 34. Governing Law and Venue. This Agreement is made, entered into, and executed in the County of Los Angeles, California, and the laws of the State of California govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this Agreement must be filed in the appropriate court having jurisdiction in the County of Los Angeles. 35. Counterparts. This Agreement may be executed in multiple counterparts, each of which must be deemed an original, but all of which constitute one and the same instrument. 36. Weekend/Holiday Dates. Whenever any determination is to be made or action to be taken on a date specified in this Agreement, if such date falls upon a Saturday, Sunday or other holiday specified in Government Code § 6700, including the entire day on Good Friday, the date for such determination or action must be extended to the first business day immediately thereafter. 37. Not a Public Dedication. Except as otherwise expressly provided herein, nothing herein contained is a gift or dedication of the Campus, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property. Developer has the right to prevent or prohibit the use of the Campus, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose which is not consistent with the development of the Project. Any portion of the Campus conveyed to the City by the Developer as provided herein can be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City will not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Campus that would deprive the Developer of the material benefits of this Agreement, or would in any manner interfere with the development of the Project as contemplated by this Agreement., 38. Releases. City agrees that upon written request of Developer and payment of all fees and performance of the requirements and conditions required by Developer by this Agreement, the City must execute and deliver to Developer appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Los Angeles County Recorder's Office or as otherwise may be necessary to effect the release. 26 310 39. Consent. Where the consent or approval of City or Developer is required or necessary under this Agreement, the consent or approval will not be unreasonably withheld, delayed or conditioned. IN WITNESS WHEREOF, Developer and City of El Segundo have executed this Development Agreement on the date first above written. ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney CITY: CITY OF EL SEGUNDO, a municipal corporation C Mayor Karl H. Berger, Assistant City Attorney DEVELOPER: RAYTHEON COMPANY 27 311 312 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 A -1 313 Building E -1 E -2 E-3 E -4 E -5 E -6 E -7 E -20 E -21 E -23 E -24 Rain Shelter EXHIBIT B EXISTING DEVELOPMENT Use Office, Lab /R &D, Warehouse Office, Lab/R &D, Warehouse Office, Lab/R &D, Warehouse Office, Lab /R &D, Warehouse Office, Lab /R &D, Warehouse Office Office, Lab /R &D, Warehouse Storage Office, Warehouse Restrooms Recreation Rain Shelter PIM Net Square Footage 1,055,479 41,518 35,137 642,871 24,865 2,261 54,924 7,076 4,500 2,330 1,530 2,100 1,874,591 314 EXHIBIT C Recording Requested By and When Recorded Mail To: Raytheon Company [address and attention] ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is made and entered into by and between Raytheon Company, ( "Assignor "), and a ( "Assignee "). RECITALS A. The City of El Segundo ( "City ") and Assignor entered into that certain Development Agreement dated , 2015 (the "Development Agreement "), with respect to the real property located in the City of El Segundo, State of California more particularly described in Exhibit "A" attached hereto (the "Project Site "), and B. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of for the Project Site (collectively, the "Project Approvals "). C. Assignor intends to sell, and Assignee intends to purchase that portion, of the Project Site more particularly described in Exhibit `B" attached hereto (the "Transferred Property "). D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property. THEREFORE, the parties agree as follows: 1. Assigning . Assignor hereby assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee hereby accepts such assignment from Assignor. 2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property, including without limitation those obligations specifically allocated to the Transferred Parcel as set forth on Exhibit "C" attached hereto. C -1 315 3. Effective Date. The execution by City of the attached receipt for this Agreement must be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement must be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Transferred Property. 4. Remainder of Project. Any and all rights or obligations pertaining to such portion of the Project Site other than the Transferred Property are expressly excluded from the assignment and assumption provided in Sections 1 and 2 above. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. Date: "ASSIGNOR" RAYTHEON COMPANY By: Its: By: Its: "ASSIGNEE" a Date: _ _ By: Its: C -2 316 RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of El Segundo on this _ day of , CITY OF EL SEGUNDO STATE OF CALIFORNIA ) SS: COUNTY OF ) Director of Planning and Building Safety On , 20_, before me, , a Notary Public, personally appeared _ 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 /she executed the same in his/her authorized capacity, and that by his/her 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. Signature STATE OF CALIFORNIA ) SS: COUNTY OF ) (Seal) On 20, before me, , a Notary Public, personally appeared , 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 /she executed the same in his /her authorized capacity, and that by his/her 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. C -3 317 WITNESS my hand and official seal. Signature C -4 (Seal) 318 EXHIBIT D PROJECT MILESTONES AND THRESHOLDS Project Item Threshold or Milestone Required Action 6 annual payments. First First annual payment is due Total payment of $4,000,000 payment of $500,000 and five on March 31, 2016. The over six years payable in six subsequent payments of final payment is due on annual payments. $700,000 each. All payments March 31, 2021. to the City's General Fund. Payment of $5,000,000 to the If the Nash Street Roadway Total payment of $5,000,000 City's General Fund ten years Extension is not completed payable in its entirety 10 years after project approval. within 10 years of the after project approval. effective date of the City Council ordinance approving the ESSCSP, then a $4,000,000 payment is due 10 years after project approval. $0.50 per gross square foot The $0.50 per gross square- Payment of 0.50 per gross fee for all new development foot fee is required before square foot fee to the City's (floor area not existing on the issuance of City building General Fund before issuance site on the project approval permits for any new floor of building permits. date) is required. area on the prcject site. Intersection Improvements- Before Certificate of Proof of Payment of all Mitigation Measures TRA -1 Occupancy is issued for any applicable fair share through TRA -9 building in ESSCP Phase II mitigation fees must be (buildings in project area provided to the Director of adding trips in excess of Planning and Building Safety Phase I Peak Period Trip cap and Director of Public Works. of 225 trips) Nash Street Roadway Before Certificate of Completion of street and all Extension, including Class II Occupancy is issued for any associated public bicycle lane building in ESSCP Phase II improvements. (buildings in project area adding trips in excess of Dedication of the Nash Street Phase I Peak Period Trip cap Improvements to the City. of 225 trips) D -1 319 Continental Boulevard Before any building located Extension along Continental Boulevard is sold, leased, or used by any third party not an affiliate of Raytheon. Parcel 26 Within 30 days of the effective date of the City Council ordinance approving the ESSCSP. Parcels 20 and 22 Within 30 days of the effective date of the City Council ordinance approving the ESSCSP. El Segundo Boulevard Improvements, including Class I bicycle path El Segundo Boulevard Improvements, including Class I bicycle path El Segundo Boulevard Improvements, including Class I bicycle path Green Line Station Bicycle Parking Facilities contribution Before a certificate of occupancy is issued for any building on Parcel 15 or 16 of Vesting Map No. 71551. Before a certificate of occupancy is issued for any building on Parcel 14 of Vesting Map No. 71551. Before a certificate of occupancy is issued for any building on Parcels 1, 2, 3 or 4 of Vesting Map No. 71551. Before Certificate of Occupancy is issued for any building in ESSCP Phase II (buildings in project area adding trips in excess of Phase I Peak Period Trip cap of 89 a.m or 225 pm trips or 3775 daily trips). D -2 Developer must provide a dedication or public access easement to City for Continental Boulevard. 20 -year irrevocable offer to Dedicate 20 -year irrevocable offer to dedicate Required roadway improvements must be completed on the El Segundo Boulevard frontage of Parcels 15 and 16 Required roadway improvements must be completed on the El Segundo Boulevard frontage of Parcel 14 Required roadway improvements must be completed on the El Segundo Boulevard frontage for all parcels within the Specific Plan area with El Segundo Boulevard frontage. Confirmation that the $75,000 contribution has been transferred to either the City or LACMTA. 320 Green Line Station Pedestrian Easement El Segundo Boulevard City sewer trunk line access for new development in the ESSCSP area. Non - Raytheon employee access to 7.54 acre Recreational Area. Transfer of 7.54 recreational area to the City for use as a public park. Before Certificate of Occupancy is issued for any building on Parcel 13 or 14 of Vesting Map No. 71551. Before December 31, X52018 If 28.44 acres of the Specific Plan area is sold to user that is not Raytheon or a Raytheon affiliated company. If the 7.54 acre recreational area is located outside of the Raytheon facility's secured perimeter (south or east of the Nash Street Extension or west of Continental Boulevard). D -3 Complete construction of a paved walkway at least five feet in width and compliant with ADA requirements. Contribute 20% of the cost of the El Segundo sewer trunk line up -grade up to a maximum of $375,000. Access must be provided to the recreational area for all persons employed within the Specific Plan area. Access must be formalized through agreements between Raytheon and owners of land within the Specific Plan area. Raytheon Company must record a 20 year offer of dedication for future potential park purposes if the recreation area is located on Parcels 1, 2, 3, 4, 7, or 8 of Vesting Map No. 71551. 321 EXHIBIT E FEE/IN -LIEU CREDITS Proicct Item Credit Construction Cost of the Nash Street Traffic Impact Mitigation Fee credit for Extension and Associated Improvements the actual cost of construction. Appropriate documentation verifying costs must be provided and accept d by the City. El Segundo Boulevard Improvements, including Class I bicycle path Intersection Improvements within the City of El Segundo Environmental Impact Report Mitigation Measures TRA -1 to TRA -5 Bicycle Parking Facilities for the Metro Green Line El Segundo Station Traffic Impact Mitigation Fee credit for the actual cost of construction. Appropriate documentation verifying costs must be provided and accepted by the City. Traffic Impact Mitigation Fee credit for the required fair share fee paid to the City of El Segundo. $ 75,000 payment may be credited against Traffic Impact Mitigation Fee. D -4 322