CONTRACT 4972 Developer’s AgreementRECORDING 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
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 ............. ....... .................. ...................
4.10 Infrastructure, .... ........ ........ .......................... ............ ..............................7
4.10.1 Infrastructure
Capacity, .. . ........... ...... ................... ...... .... ............ .7
4.10.2 Phasing
Flexibility................... ............................... ...................... ............7
4.10.3 Infrastructure
Completion...... . ........ . .... . .. . ........ , ............ , .......... ........ ....,....,,,.,..,......7
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 ...................... ........ ...... ..........,,.... ....... ...... ......... .................
....,..
5.1 General ................... .................... ........ .................. .................... ........m ,..,......,.,,.8
5.2 Maintenance Obligations .......................................................... ...............................
5.3 Sales and Use Tax ...................... .........................W. ,....w,,. .,.,,.,....,.,.,., ......,....,...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 ..................,..,,,,..,...., ......,.,,,11
7.3 El Segundo Boulevard Improvements ..... . . .. . ..... -- ......... , . , , , , , , , , ... , .. , , , 11
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
11
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 ... ....... .. ..... ........ .................... ....... ................. a .......,.............,..1.5
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 ....................... ......w,......,.,...,........ .....,..,...,...........156
12.1 Review of Compliance ........................................................ .............................16
12.2 Good Faith Compliance .................. ......... ........ ................... ..............1.6
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 .... ............................... ................. ................. ........ ........„ ......,,.....17
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 .............. ........ ............. ............................... ...................,...18
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 ............................ --- ...... ....... .................. ......... ...........,.........,,1.9
11.6 Disaffirmation ....................... ................. ....... .......... .. ........................,....20
16. Estoppel Certificate ........................... ................. ........ ......... ........................... ...............2o
17. Administration of Agreement .................... ................. ......... ..... u................... ......,..,..,,,...20
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 Parry 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 ................ .........
3
24. Entire Agreement ................... ................... ........
. .................. .............. .............................24
25. Waiver ....................... ............................... ........ .................„ ...,..,....,. .............,....,......,...24
26. Ambiguities or Uncertainties .............. . ... . . .. . . . . . . . . ........ . ............. . ....... . ... . ..
. ...25
27. Supersession of Subsequent Laws of Judicial Action ............... . . . ............... , , ...... , ....,.25
IV
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
4972
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 ?-4 day of 1� "1. 4 2016. 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. l clinitions. 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;
0 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.
r
"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. 1516, 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.
4958;
Mitigation Monitoring Program for Final Environmental Impact Report No. EA-
905, as adopted by Resolution No. 4958;
+ General Plan Amendment No. 11 -01, as approved by Resolution No. 4958
including a change in the Land Use Map;
2
El Segundo South Campus Specific Plan No. 11 -01, as adopted by Ordinance No.
1516;
+ Zone Change No. 11 -02, as approved by Ordinance No. 1516, including a change
in the Zoning Map;
* Zone Text Amendment No. 11 -01, as approved by Ordinance No. 1516;
b Vesting Map No. 71551, as approved by Resolution No. 4958; 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. 1�ccitals. 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.
4972
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. Bindin , Effect. ti. 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 Cobstructive Notice and Acce tam cc. 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 1'rausfer. 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 lities f ox, 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.
w
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 l eSUIT ratio n of � i x11tS. 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 Cainl2us. 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 L)e:elc a. 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 llennitted Uses Density, 1 lei ,,lat and Dedication of Land for Piiblic 'ur. . oses. 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 Mules. 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 1 ees Exactions 9iti gatipii & eascires 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 "1 inii.ri g ofDevelo pinent. In Pardee Construction Co. v. Cit r ofCamarillo (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.
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 lnfraslr uctgjr 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 Inf'rastructr.,rrc Plitisirig, ILlexibilit i. 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 hifrastructure CoMaletior . 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 °ir",� ws. 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
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 `1°erni of Mao (s) and 0 (lie r Pro iect Approvals. Pursuant to California Government
Code §§ 66452.6(a) and 65863.9, 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. Develo cr 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
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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. Citv A areenients.
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 Processin a Coo ncration anal 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.
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6.3 Processing Q_UJ Ig_ Third Party kmti galiori. 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 Cit Ls l.fforts oti l:Icha,lrol "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 Citv's Efforts to Defend and /or Enforce Multi Ageticy 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. Traffise 1wrovernents
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 "). The City will accept the dedication of the Nash Street
improvements if it is constructed in accordance with City standards.
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.
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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. The City will accept the dedication of the Continental Boulevard
improvements if it is constructed in accordance with City standards. 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 1 1 Se �Y un(l0 Boulevard Inllrovenlents.
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:
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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 wrido Boulevard Bicycle 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:
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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 lxtension Bicvcle 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 Il bicycle lane in each direction of the Nash
Street extension.
7.5.2 The Class Il 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.
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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.
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.
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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 a 7.54 acre recreational /open space area to the
City of El Segundo, in a form approved by the City Attorney, for future potential park purposes if
located on any of the lots (Parcels 1, 2, 3, 4, 7, 8, 13 or 14 of Vesting Map No. 71551) and outside
the Raytheon security fenced perimeter.
10. Payments after Approval..
10.1 Six Anngal Payments. 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 iii Year l Ol If the Nash Street extension, identified in Section 7. 1, is not
completed within 10 years of the Effective Date, 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 BUild'ina 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. 1.1niforni Codes and Standard S : ecifcations
11.1 Nothing in this Agreement prevents City from applying Uniform Codes to the
Project provided that the provisions of any such Uniform Code:
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.
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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 Coin pliatice
12.1 Review of Coin fiance. 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 I aitli Con1pliance. 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 ' t ' o be Provided to l:)c� per. At least fourteen (14) days
before the annual anniversary of the Effetive Date the City must deliver to Developer a copy of
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 De elo er's R.e ort. 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
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issue and any issues raised by the City Report provided to Developer in accordance with Section
12.3 above.
12.5 Notice 01' 'Non -Coni alia= Cgrc Ri �bts. 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 l indin . 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 f,' ciisa�ble Delay s. 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.
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
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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 [ csolLIti011 Of l)ispLAcs. 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 bees 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
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
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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 Mort 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 i"o,r l otice to Mort la gee. 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.
15.5 B an�tCy. 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.
19
15.6 Disaf "finnat of . 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 ricate. 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. Adini.nistration of A reenient.
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 O ierati ry 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
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
20
4972
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 oI Perform atice 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 I °ernlaraatioaa by Mutual Consea t. 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 lndem.raalicat.ion. 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 Defeaase of A oceeanent. 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. Coo peration iaa the Event of Le pal Challenge.
20.1 Third Partv Claallen yes, 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
21
(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 l'liird Party Challeti ges Related to the p lica i�lit City maws. 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, j ointly 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,
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 Parry 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
22
4972 J
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 Efective lute. 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
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
23
E- Mail: mhensley@hensleylawgroup.com
If to Developer: Raytheon Company
2000 El Segundo Boulevard
Mail Station S 158
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: aadamsl @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: jerry_a_cellucci @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 parry'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. F'ritire A,wenient. 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
24
972
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. Arabi - wities or Qiicertainties, 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 Subsel rrer1t 1,a'ws Of . Udicial AcPti:or�i. 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. Relationshi :r 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 Part Berieficiarie . 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. Recordatioti o1 °A arecinerat acid 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. Coo -aeration Between Cit y ag(l 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
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 Constnrction. 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
25
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 Vepue. 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. Couiiterparts. 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
.,
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.
CITY:
CITY OF EL SEGUNDO, a municipal corporation
B Y: o4�*'a� V yRktls
4Zne Fuente Nor
ATTEST:
.11- y W ver,
C,,
��... .
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
By: rz
Karl H. Berger, 0stailt. City Attorney
DEVELOPER:
RAYTHEON COMPANY
Y
27
rtr J. Moore
gg President- Business Services
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, 18905 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
EXHIBIT B
EXISTING DEVELOPMENT
Building
..........
Use
.....
Net Square Footage
E-1
Office, Lab/R&D, Warehouse
. ........... . .
1,055,479
.....
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
............... —1
2,261
.....
E-7
. ..... .
i Office, Lab/R&D, Warehouse
. .... ...
54,924
E-20
... . ..... ....
Storage
7,076-
E-21
Office, Warehouse
4,500
..................
E-23
. .......
Restroorns
2,330
E-24
. . . . ................. ..........
Recreation
1,530
Rain Shelter
.......... ...........
Rain Shelter
...........
2,100
1,874,591
. ............ --
KW
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
("Assignee"), .
_..... ..e..___...�... ...... �......,
RECITALS
A. The City of El Segundo ( "City ") and Assignor entered into that certain
Development Agreement dated
2016 (the "Development Agreement "), with
respect to the real property located in the City of El Segundo, State of California more
particularly described in ,F'xhibit "'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
m�mm 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. Ass�iop. 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
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. Reinakider oaf` 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:
By:
Its:
"ASSIGNEE"
a
Date: By:
Its:
C -2
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
U91A
STATE OF CALIFORNIA )
SS:
COUNTY OF )
Director of Planning and Building Safety
, , a Notary
On . �...._ ......... .............. . .......... _..�, . �..mm, 20 before me ............___......�� .............................
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 w ,, _......�...., 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
WITNESS my hand and official seal,
Signature
C -4
(Seal)
EXHIBIT D
PROJECT MILESTONES AND THRESHOLDS
Project Item
Threshold or Milestone
Reaurired 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
I 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, then a
$5,000,000 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
Improvements to the City.
of 225 trips) M
D -1
4972 . " x�wu+
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
Boulevard frontage.
Green Line Station Bicycle
Before Certificate of
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
.............
i
Green Line Station Pedestrian
Easement
To obtain access to the El
Segundo Boulevard City
sewer trunk line 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.
Developer must make its
contribution at the time the
City awards the sewer
improvement project, but no
later than December 31,
2018.
.__ ...... ........
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
w ,
Complete construction of a
paved walkway at least five
feet in width and compliant
with ADA requirements.
Contribute 25% 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, 8, 13, or 14 of Vesting
Map No. 71551, or other
parcels as indicated in the
Conditions of Approval.
1�.
m ® mM 1f %r
EXHIBIT E
FEE/IN -LIEU CREDITS
Project 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
newt be provided and accepted by the Citv.
El Segundo Boulevard Improvements, Traffic Impact Mitigation Fee credit for
including Class I bicycle path the actual cost of construction.
Appropriate documentation verifying costs
must be provided and accepted by the City.
Intersection Improvements within the City Traffic Impact Mitigation Fee credit for
of El Segundo the required fair share fee paid to the City
of El Segundo.
Environmental Impact Report Mitigation
Measures TRA -1 to TRA -5
Bicycle Parking Facilities for the Metro $ 75,000 payment may be credited against
Green Line El Segundo Station Traffic Impact Mitigation Fee.
D -4
Sandoval, Uli
From: Samaras, Paul
Sent: Wednesday, March 30, 2016 1:19 PM
To: Sandoval, Lili; Lee, Sam
Cc: Lillio, Joseph; Cheng, Misty; Gettler, Evanette; Wesson, Venus; Shilling, Mona
Subject: RE: Raytheon Company - Development Agreement #4972 (11 -02)
Hello Lill,
Exhibit C (assignment and Assumption Agreement) does not need to include the referenced exhibits (A, B, C). This
Assignment and Assumption Agreement is intended to be used if /when the current property owner sells the property
(or a portion of it) to someone else. At that point, the owner will furnish exhibits specifically related to the property to
be sold /transferred.
Therefore, we do not need to update /revise anything.
FYI, Raytheon has received a copy of your email. Thanks.
Sincerely,
Paul ,'.S i:rru:'::: s
111111cting iii °:ur: ug A°'l::ui;:ge'r
1310),57111 231110
P.S.: City Hall is closed on Fridays. Our regular hours are from 7 AM to 6 PM Monday through Thursday.
From: Sandoval, Lili
Sent: Monday, March 28, 2016 10:47 AM
To: Lee, Sam; Samaras, Paul
Cc: Lillio, Joseph; Cheng, Misty; Gettler, Evanette; Wesson, Venus; Shilling, Mona
Subject: Raytheon Company - Development Agreement #4972 (11 -02)
Hi Sam /Paul,
The signature process for Development Agreement No. 4972 (DA 11 -02) with Raytheon Company is complete. Attached
is a PDF copy of the agreement for the department. I will be sending you two (2) Originals Interoffice to your attention.
PLEASE NOTE:
• Exhibit C (Assignment and Assumption Agreement) of Agreement No. 4972 references its own Exhibits "A ",
"B" and "C ", which are not attached. Please provide or advise if the "Assignment and Assumption Agreement"
needs to be updated.
Please make sure this email is forwarded to Raytheon Company.
Thank you.
Lili Sandoval
City Clerk's Office