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ORDINANCE 1516 ORDINANCE NO. 1516 AN ORDINANCE APPROVING ZONE CHANGE AND ZONING MAP AMENDMENT NO. ZC 11-02; ZONE TEXT AMENDMENT NO. ZTA 11-01; SPECIFIC PLAN NO. SP 11-01; AND DEVELOPMENT AGREEMENT NO. DA 11-02; ADDING ESMC § 15-3-2(A)(10) AND AMENDING ESMC § 15-3-2(A) FOR THE EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN PROJECT AT 2000-2100 EAST EL SEGUNDO BOULEVARD. The City Council of the City of El Segundo does ordain as follows: SECTION 1: Environmental Assessment. Resolution No. 4958 adopted a Final Environmental Impact Report (FEIR) and a Statement of Overriding Considerations (SOC) for this Project which, among other things, properly assesses the environmental impact of this Ordinance, and the Project, in accordance with CEQA. This Ordinance incorporates by reference the environmental findings and analysis set forth in Resolution No. 4958. SECTION 2: Factual Findings and Conclusions. The factual findings and conclusions set forth in Resolution No. 4958, adopted on December 15, 2015, are incorporated as if fully set forth. SECTION 3: Zone Change Findings. Pursuant to ESMC Chapter 15-26, the City Council finds as follows: A. Based upon the findings in Section 2, the proposed Zone Change is necessary to carry out the proposed project because the proposed General Plan Amendment would change the land use classification of the project site from Light Industrial (M-1) to El Segundo South Campus Specific Plan (ESSCSP). The proposed Zone Change is necessary to maintain consistency with the proposed General Plan land use designation of El Segundo South Campus Specific Plan. B. ESMC Title 15 is intended to be the primary tool for implementing the goals, objectives and policies of the El Segundo General Plan. The zone change will maintain consistency with the proposed change in General Plan land use designation to El Segundo South Campus Specific Plan and is also consistent with the General Plan goals, objectives and policies. SECTION 4: ESMC § 15-3-2(A)(10) is added to read as follows: °10. El Segundo South Campus Specific Plan Ordinance No. 1516 Page 2 of 6 There is one zone intended to be used within the boundaries of the El Segundo South Campus Specific Plan. The zone is: ESSCSP - El Segundo South Campus Specific Plan" SECTION 5: Specific Plan Findings. The proposed creation of the El Segundo South Campus Specific Plan (ESSCSP) is desirable to implement the proposed project. Without amending the ESMC, the current zoning would not permit mixed use development with an overall maximum 0.6 FAR based on the 142.2 gross acre size of the project area. An amendment to ESMC § 15-3-2(A) to create the El Segundo South Campus Specific Plan (ESSCSP) is necessary for consistency with the General Plan. SECTION 6; Development Agreement Findings. Pursuant to City Council Resolution No. 3268, adopted June 26, 1984, the City Council finds that: A. The project is consistent with the objectives, policies, general land uses, and programs specified in the general plan and any applicable specific plan. The Development Agreement would provide multiple public benefits (as set forth in the Development Agreement) in exchange for valuable development rights (ten-year entitlement with a five-year extension option). B. The project is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. The proposed project includes a new land use designation and zoning classification, which establishes the permitted uses and development standards that would apply to the project. These uses and development standards are similar and compatible with the other commercially zoned districts in the City. C. The project conforms to public convenience, general welfare and good land use practice. The El Segundo South Campus Specific Plan includes a range of commercial and industrial uses that will contribute to job creation opportunities and balance growth with local resources and infrastructure capacity. The project will also provide new roadway links in locations identified as needing future roadways in the General Plan Circulation Element, as well as provide new bicycle and pedestrian network improvements. D. The project will not be detrimental to health, safety and general welfare. An EIR was completed to evaluate the project are reviewed issue areas such as Hazards and Hazardous Materials, Hydrology and Water Quality, Air Quality, and Noise. All feasible mitigation has been incorporated into the project to reduce or eliminate potential impacts and to maintain public health, safety and general welfare. Ordinance No. 1516 Page 3of6 E, The project will not adversely affect the orderly development of property or the preservation of property values. This project is surrounded by previously developed commercial land and the proposed uses of the El Segundo South Campus Specific Plan are consistent with surrounding development and will not adversely affect the value of neighboring properties. The proposed El Segundo South Campus Specific Plan development standards and development agreement will ensure that the project will be developed in an orderly fashion. All mitigation measures will be implemented at the time and place impacts occur. SECTION 7: Actions. The City Council takes the following actions: A. ESMC § 15-3-2(A)(10) is added to read as follows. "10. EI Segundo South Campus Specific Plan There is one zone intended to be used within the boundaries of the El Segundo South Campus Specific Plan. The zone is: ESSCSP - El Segundo South Campus Specific Plan" B. The City's Zoning Map is amended by changing the Project site from "Light Industrial" to "El Segundo South Campus Specific Plan." The corresponding changes to the Zoning Map are set forth in attached Exhibit 'A" which is incorporated into this Ordinance by reference. C. The "El Segundo South Campus Specific Plan" is adopted as set forth in attached Exhibit"B,"which is incorporated into this Ordinance by reference. D. The Development Agreement by and between the City of El Segundo and the Raytheon Corporation, as set forth in attached Exhibit "C," and incorporated into this Ordinance by reference, is approved. The Mayor is authorized to execute the Development Agreement in a form approved by the City Attorney. E. To the extent they are not otherwise adopted or approved by this Ordinance, and subject to the conditions listed on attached Exhibit "D,"which are incorporated into this Ordinance by reference, the City Council approves Zone Change and Zoning Map Amendment No. ZC 11-02, Zone Text Amendment No. ZTA 11-01, Specific Plan No. SP 11-01, and Development Agreement No. DA 11-02. Ordinance No. 1516 Page 4 of 6 SECTION 8: Technical Corrections. The City Manager, or designee, is authorized to make technical corrections, in a form approved by the City Attorney, to maps, diagrams, tables, and other, similar, documents (collectively, "Maps") that may be required to reconcile the changes made by this Ordinance with amendments made to the Zoning Map by other City Council action in unrelated land use applications. SECTION 9: Reliance on Record. Each and every one of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 10: Limitations. The City Council's analysis and evaluation of the Project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 11: Summaries of Information. All summaries of information in the findings which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding, is not based in part on that fact. SECTION 12: Effectiveness of ESMC. Repeal or amendment of any provision of the ESMC will not affect any penalty, forfeiture, or liability incurred before or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance. SECTION 13: Recordation. The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of El Segundo's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law. SECTION 1 : Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the city council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable. Ordinance No. 1516 Page 5of6 SECTION 15: Effective Date. This Ordinance will become effective on the thirty-first (31 st) day following its passage and adoption. Ordinance No. 1516 Page 6of6 PASSED, APPROVED AND ADOPTED ORDINANCE No. 1516 this 19t11 day of January 2016. huzaa Fuentes, Mayor ATTEST: STATE OF CALIFORNIA } COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO } I, Tracy Sherrill Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Ordinance No. 1516 was duly introduced by said City Council at a regular meeting held on the 15th day of December 2015, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the 19th day of January 2016, and the same was so passed and adopted by the following vote: AYES: Mayor Fuentes, Mayor Pro Tern Jacobson, Council Member Atkinson, Council Member Fellhauer, and Council Member Dugan NOES: None ABSENT: None ABSTAIN: Np e Trkly Sw;'�lea\er, City I r APPROVED AS TO FORM: Mark D. 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EXHIBIT 1 b CITY COUNCIL ORDINANCE EXHIBIT B EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN 66 EL EGU O SOUTH CAMP SPECIFIC PLAN Specific Plan No. 11-01 October 2015 67 EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN TABLE OF CONTENTS I. INTRODUCTION......................................................»......................................................1 A. Specific Plan Area...................................................................................................1 B. Background.............».......................... ................................................................,....1 C. Demographics..............................................................»»...,.....................»»»....».,..»....7 D. Economic Context.»»....»....»......... ........................»...,................................................7 II. OVERVIEW OF THE SPECIFIC PLAN.......................................................................9 A. Purpose and Authority of Specific Plan................................................................:..9 B. Specific Plan Scope and Goals ..............................................................................10 C. Consistency with the General Plan........................................................................10 D. Entitlements....................-......................,..............................................................16 E. Existing Land Uses................................................................................................17 III. LAND USE PLAN ..........................................................................................................19 A. Development Concept............................................................................................19 B. Land Use Plan........................................................................................................20 C. Phasing......................................................................».. ....»»....».........».».»»....,..........27 D. Circulation Plan.....................................................................................................27 E. Grading Concept....................................................................................................29 IV. EXISTING UTILITIES AND INFRASTRUCTURE ..................................................31 A. Water Service.........................................................................................................31 B. Reclaimed Water....................................................................................................33 C. Sewer Service ..........................-............ ..»..........................................................33 D. Drainage............. ........»»........................... . »............,..,,.......»....,,............,..............35 E. Gas .........................................................................................................................37 F. Electric.............. ...»... ..........................---..................................,..,...,...............39 G. Telecommunications Utilities..........................................................................».....39 H. Solid Waste Disposal.......».............»......» ............». ...».,,.,..........,...---.................Al I. Fire Protection........................................................................................................41 J. Police Services.....................................................»».....,.....................................»—Al V. DESIGN GUILDELINES................... ...........................................,................................43 A. Design Objectives and Intent............................................»...,..............................».43 Draft .�._....................._.. ... Drat Pa g e i October 2015 68 EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN 1i 'I, I 'I I 11111111 I I I III III wl11 III,11ii11111111111,11 Ii 11111HIII IU Ulu II10� VI. DEVELOPMENT STANDARDS...................................................................................57 A. Permitted Uses................................................ ... ..................................................57 B. Development Standards................—...................................................,..................59 C. Circulation..................................................................... D. Parking and Loading..............................................................................................62 E. Landscaping...........................................................................................................64 F. Public Safety..........................................................................................................66 G. Signage...................................................................................................................67 H. Sustainability.........................................................................................................67 I. Enclosed Uses.......................... ............................................................................68 VII. ADMINISTRATION.......................................................................................................69 A. Introduction............................................................................................................69 B. Municipal Code References...................................................................................69 C. Modifications.........................................................................................................69 D. Site Plan Review....................................................................................................71 E. Amendment............................................................................................................76 F. California Environmental Quality Act Compliance........... .............................76 Draft Page ii October 2015 69 EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN EXH[BITS Exhibit 1 Regional Vicinity Map.. ............... ......—....... ........................ ........2 Exhibit 2 Local Vicinity Map..................................................................................................3 Exhibit 3 Local Vicinity Aerial View......................................................................................4 Exhibit 4 Existing Development..............................................................................................6 Exhibit5 Land Use Plan........................................................................................................24 Exhibit 6 Conceptual Site Plan..............................................................................................25 Exhibit 7 Vesting Tentative Map#71551..............................................................................26 Exhibit 8 Conceptual Water Plan................................................ 32 Exhibit 9 Conceptual Reclaimed Water Plan........................................................................34 Exhibit 10 Conceptual Sewer Plan..........................................................................................36 Exhibit 11 Conceptual Drainage Plan.....................................................................................38 Exhibit 12 Electric, Gas and Telecommunication Conceptual Plan........................................40 Exhibit 13 El Segundo Boulevard Street Concept.........................„.......„,................................49 Exhibit 14 Hughes/Nash Extension Streetscape Concept.......................................................50 Exhibit 15 Continental Streetscape Concept...........................................................................51 Exhibit 16 Corner Entry Concept.......................................... ...............................................52 Draft Page iii October 2015 70 EL SEGUNDO SOUTH CAMPUS SPECIFIC PLAN TABLES TableI-1 Existing Uses ..........................................................................................................®5 Table111-1 Land Use Summary ...............................................................................................21 Table III-2 Land Use—Project Development Scenario...........................................................22 TableI11-3 Project Trip Ceiling ..............................................................................................23 Table11I-4 Phasing...................................................................................................................27 TableN-1 Allowable Uses....................— ..............._.............................................................57 Table VII-1 California Environmental Quality Act Conformance...........................................36 APPENDICES Appendix A El Segundo South Campus Specific Plan Trip Generation Rates, Credits, and Caps..........,.„........... „..................................77 Appendix B El Segundo South Campus Specific Plan Legal Description.................................79 Draft Page iv October 2015 71 I. INTRODUCTION A. SPECIFIC PLAN AREA The El Segundo South Campus Specific Plan(ESSC-SP)area is located in the City of El Segundo, County of Los Angeles, California. El Segundo is situated 15 miles southwest of downtown Los Angeles. The City of El Segundo is located south of the City of Los Angeles, west of the City of Hawthorne and the County of Los Angeles,north of the City of Manhattan Beach, and the east of the City of Los Angeles and the Pacific Ocean(refer to Exhibit 1,Regional Vicinity Map). More specifically, the roughly 142.28 gross acre Campus site ("Campus") is located in the southeast quadrant of the City of El Segundo, approximately 1.0 miles south of the Los Angeles International Airport (LAX) and the Glen Anderson Century Freeway (I-105), two miles west of the San Diego Freeway(SR-405), and approximately two miles west of the juncture of these two freeways. The Campus is bounded by El Segundo Boulevard to the north,the elevated MTA Line and an older industrial subdivision on Coral Circle to the east, a Union Pacific Railroad spur and the El Segundo sump to the south, and a Southern California Edison high voltage transmission easement to the west (refer to Exhibit 2,Local Vicinity Map, and Exhibit 3, Local Vicinity Aerial View). The adjacent zoning uses are: corporate office and mixed-use to the north, across El Segundo Boulevard; light manufacturing to the east and south; and open space and public facility to the west. A multi-media zone overlies the entire eastern half of the City, including the Specific Plan Area. B. BACKGROUND In 1978 a Precise Plan was approved for Hughes (which merged with Raytheon Company in December 1997) to build a total of 2,575,000 square feet of improvements on the Campus for a FAR of 0.42. The Precise Plan project consisted of two main components—an office tower of up to 16 stories to be located on the northwest portion of the Campus and a large low-profile complex housing the engineering and manufacturing components. The approval allowed Hughes to consolidate its corporate headquarters which was then in Culver City with its electro-optical data systems group which was already located elsewhere in El Segundo. The Campus was chosen by Hughes for the flexibility and consolidation potential made possible by the size of the property, the proximity to other Hughes' facilities, and the proximity to LAX - considerations that remain important today. Before the implementation of the Precise Plan, the Campus had been used primarily for farming. 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Mall'hu 8'ea Weleul bum Ida I ico WAWIes d a lCsaaa ' Chino Ila h Cnhwn llw N0 to_ iCy� AApelaa � �w tWal Re��, Inglewood i `r1 oawr�eT i Bros Irode Tsuha p hdsee La W ado Corapao "I"lowar FullaAan dtawl Posnal Well µ 0haha9m O R A N GE 06 ,r orsnobs COUNTY Yeradt"ima ,talc Tuslla Sonia Pedam ,_ '+ Ans IIaAN' tem � , � �,.,, � leas Caa'ta Irwlaa Lana M'sso trxasl lit EXHIBIT 1 REGIONAL LOCATION MAP Draft Page 2 October 2015 73 I =TIONA0 A% T !w li vaa ' a rYi m row (F (MY " °a ,ill �'w, d ' t, AV 11: :1, (CENri1RV w� �& re� Fail) Aq, " �x p Y MW,'-Ul AY d WM N �, Yw @Uv Am uu�' .L qF �K IYY. AY o,4 a 'Um I r'' N;N f ud w w o 0 W AXy 1m 4 ��.7I,�hMM4,,�r ca0 v�P e":��M, �jl�� rw * N .. � rZ STATE awrX° BEACH „V4 rt wrM gIf, �' Y q'�gPiW�r ! NNwaw q �wnW I„ .IpUAIP'L 4�M4 oll spa°a wun (MyMt '., N umuV " "d r El sfeultlo REACH •� I � wY � a NaH 5. a„ u. i was tltltl a M MI, w off mil it Owt Md'w fff�mx xaM VI , EXHIBIT 2 LOCAL VICINITY MAP Draft Page 3 October 2015 + ,�✓Jr a;w; d iii µ°aeu 9 ,�",,„.��+ '� N��r' •;rc�C� �7>' u,„r a b,rw tt r d� r, a,�' T79T �y NOT �" � y, a� �y„«+nro�+un"i�,�Wo I� oc ��r ��a'� �'a' % m'r"ffNo„a1k�'Mawrw'� � � '�✓” /ri",�" ,w a � a +�no ° a yid MOW � ` ja"� �ul � �'� a.r�"a�Tl� �r� ��✓� � � ^"'"� c�� Ir fp' d� � i � u Q �'"�"� �' , �j" '�p' �� d y/��Ila"'�r r�ri y,��"�'D�"" R� >�" � ✓,� '`y< � '. / �'A� ,� a J�" r. ��"�r ✓ r � irl, � am � r ,✓' �" " rr✓ �,� a r "" "J��!''il✓1flf �'"''oi!w.vy�'� r ,�' '6 � a � � a' :, i0�y� w�'ro ~k °rW ✓�9;�lr"r"«i ,�,.�".. � � r yy w ��'.yak at��a� � !S��rl %N��1w�� '�yk�ua'"wa �ar�M�.. ��In � "�"'�'�,,�r, '�w ✓ �~k� �." �,� �^"�r�a'y' '�„, P�� M y�'a.' ,`1 a"i a�kl ti" 'fin �"'^ P b "�` y lNy��' �Y .°a6 �'✓+e r � �„ „r.�m aU Rey rol� ,��r��✓�1u1 a r, 6rrrxP16n � �:,4a'p'*� � '+N ',�„I�"G � � � � ,w � � �. �',9 ,„"uti , 'k� 4 ��I�` a� y"��r1F� eyy,✓ n �� "� � *a, g a• .,fir r � „ µ . �,��"» � owl 1 � �„ Through the years the Precise Plan went through several changes including moving the recreation component from under the Edison Right-of-Way to the northwest portion of the Campus, eliminating the corporate office tower which was planned for the northwest corner of the Campus, and adding additional facilities. Up until 1983 there was no official "Precise Plan" map. With Hughes' request to construct additional storage buildings in 1983, the City Council provided that the plan that was submitted with the amendment request would be the official Precise Plan which could only be modified with Planning Commission and City Council approval. In 1987, the City Council approved the last modification of the Precise Plan. Today there are 11 structures on the Campus, including the recreation facility, comprising approximately 1,802,513 square feet of net development, for an FAR of approximately 0.29 (refer to Exhibit 4, Existing Development). The current net square footage is broken down as follows between uses: 0 Office 1,018,959 s.£ 0 Laboratory 303,825 s.f. 0 Manufacturing 373,634 s.f. 0 Warehouse 106,095 s.£ More specifically,the structures shown on Exhibit 4 consist of: Table I-1 Existing Uses 11111h 11111111111111111 ,,moraLmmm z E-1 Office, Lab/R&D,Warehouse 996,871 E-2 Office, Lab/R&D,Warehouse 39,082 E-3 Office,Lab/R&D,Warehouse 28,383 E-4 Office, Lab/R&D,Warehouse_ 70,619 ............._......._. _�. .............use.,...-_.._... ,-% E-5 Office, Lab/R&D,Warehouse 1,705 E-6 Office 2,263 E-7 Office, L. . ..�-..,.-,,.,-_�, ..�.. ..._.. ab/R&D,Warehouse 49,966 E-20 Warehouse 9,245 E-21 Office,Warehouse 3,951 E-23 Warehouse 428 E-24 Recreation* N 0 Total 1,802,513 *Note:Building E-24 includes locker rooms,restroom and shower rooms which are non-assignable areas for purposes of net square footage. Draft Pages Octobermm m W r HA W CHMON rr I. � ' i r� PIAZA .S. �y EXHIBIT 4 EXISTING DEVELOPMENT Draft Page 6 October 2077 Under the existing approvals, only an additional 215,390 net square feet can be built for a total FAR of 0.325.With this FAR,the Property is extremely underdeveloped as both the General Plan and zoning for similar light industrial uses allow a 0.60 FAR as of right. Further,the El Segundo Municipal Code(ESMC)was recently amended to clarify that the FAR is based on net square feet of development in the light manufacturing zone. Currently the Campus is built close to the maximum FAR currently allowed. The limitations caused by the Precise Plan have caused Raytheon to utilize property in other areas for its operations when the need arises. This creates inefficiency and unnecessary costs, as well as results in economic losses for the City. In order to make efficient use of the Campus, Raytheon filed for this Specific Plan in December 2011 along with other applications, including a General Plan Amendment, Zoning Amendment, and Tentative Map. The intent of the Specific Plan is to allow Raytheon to develop the Specific Plan area with any combination of allowed uses provided that the FAR does not exceed a specified development square footage (at a maximum FAR of 0.60 within the ESSCSP area) and the specified peak hour trip ceiling on new development(26,585 daily trips, 3042 a.m.peak hour trips and 3120 p.m.peak hour trips). The adoption of this Specific Plan will allow Raytheon to expand its operations, invest in the City of El Segundo, and make use of its property in a manner similar to adjacent properties. C. DEMOGRAPHICS According to the 2010 United States Census, as of 2010 El Segundo had a population of 16,654 persons and a total of 7410 dwelling units. From 2000 to 2010,El Segundo's population increased by 4%.The 2009 Profile of the City of El Segundo prepared by the Southern California Association of Governments ("SCAG") indicates that as of 2008 there were 53,715 jobs in the City of El Segundo, which was 1.3% lower than the 2003 level. Raytheon employs approximately 7,000 of these employees. During the period from 2003 to 2008 there was a 13.2% decrease in manufacturing jobs although manufacturing jobs remain the largest sector of jobs in the City. D. ECONOMIC CONTEXT El Segundo has a daytime population of approximately 85,000 persons compared to its resident population of approximately 17,000 persons. Through the years El Segundo has steadily moved away from heavy industrial and manufacturing uses towards more diversified commercial and professional uses. With the exception of the Chevron Refinery and the Air Products Chemical Plants,most heavy industrial uses have relocated outside of the City. El Segundo is home to many major corporations including Raytheon, Boeing, Chevron, Computer Sciences Corporation, DirecTV, Mattel, Xerox, Time Warner Cable, The Aerospace Corporation, and Northrop Grumman. Raytheon is the City's largest employer. Over the past few years there has been a net loss of jobs in the City. The potential for additional businesses and jobs that may be created by this Specific Plan will improve the overall economic health of the City, allowing the City to provide a high quality of municipal services to the benefit of the City's resident and business community. Draft Page 7 October 2015 78 This page intentionally left blank. Draft Page 8 October 2015 79 1. OVERVIEW OF THE SPECIFIC PLAN A. PURPOSE AND AUTHORITY OF SPECIFIC PLAN The purpose of this Specific Plan is to provide a foundation for the proposed land uses on the subject property through the application of regulations, standards and design guidelines. The El Segundo South Campus Specific Plan provides text and exhibits which describe the proposed land uses and associated guidelines. This Specific Plan is adopted pursuant to Government Code §§ 65450 through 65457. Pursuant to Government Code § 65450, a Specific Plan must include text and a diagram or diagrams which specify all of the following in detail: The distribution, location, and extent of the uses of land, including open space within the area covered by the plan. The proposed distribution, location, extent, and intensity of major components of public and private transportation, sewage, water, drainage, solid waste disposal, energy and other essential facilities proposed to be located within the land area covered by the plan and needed to support the land uses described in the plan. Standards and criteria by which development will proceed, and standards for the conservation, development, and utilization of natural resources,where applicable. A program of implementation measures including regulations, programs, public works projects and financing measures necessary to carry out the above items. A discussion of the relationship of the Specific Plan to the General Plan. A thorough review of the El Segundo General Plan shows that this Specific Plan is compatible and consistent with the goals and policies outlined in the General Plan. This Specific Plan will further the goals and policies of the General Plan as more fully described below. This Specific Plan was prepared to provide the essential relationship between the policies of the El Segundo General Plan and actual development in the Project area. By functioning as a regulatory document, the El Segundo South Campus Specific Plan provides a means of implementing the City of El Segundo's General Plan. All future development plans and entitlements within the Specific Plan boundaries must be consistent with the standards set forth in this document. Draft Page 9 October 2015 80 B. SPECIFIC PLAN SCOPE AND GOALS The City of El Segundo is an employment-led community and accordingly, development has been led by employment rather than housing growth. The El Segundo South Campus Specific Plan will serve the mission of economic development in the City which is to create,maintain,and implement a business climate that fosters a strong economic community, develop a strategic plan that will result in business retention and attraction,provide an effective level of City services to all elements of the community, and maintain the quality of life that has characterized El Segundo for more than nine decades. Permitted uses within the Campus will create job opportunities and seek balance between growth, local resources,and infrastructure capacity. Additionally,the growth allowed by the Specific Plan will create a synergy with other uses in the area and help those businesses to grow as well. The development allowed under the Specific Plan will provide a basis for a positive contribution to the maintenance and expansion of El Segundo's economic base as development typically increases the City's business license taxes, increases the City's utility user taxes, increases the City's property taxes, and increases the City's sales taxes. An increased economic base will provide the City with resources to provide high-quality services to its residents and daytime population. C. CONSISTENCY WITH THE GENERAL PLAN The El Segundo General Plan provides the underlying fundamentals of the El Segundo South Campus Specific Plan, which serves both as a planning and regulatory document. The Specific Plan is the document implementing the El Segundo General Plan for the Campus area. Proposed development plans or agreements, tentative tract or parcel maps, and any other development approvals must be consistent with the Specific Plan. Projects consistent with this Specific Plan will be automatically deemed consistent with the General Plan. The El Segundo South Campus Specific Plan requires a General Plan Amendment that changes the Land Use Designation from Light Industrial, Public Facility and Open Space to El Segundo South Campus Specific Plan with an accompanying Land Use map change. With approval of this amendment,the Specific Plan is consistent with the General Plan of the City of El Segundo.More specifically, the Specific Plan directly implements or furthers the intent of the following goals, objectives and policies of the General Plan: ECONOMIC DEVELOPMENT ELEMENT Goal ED I: To create in El Segundo a strong, healthy economic community in which all diverse stakeholders may benefit. Policy ED 1-1.1: Maintain economic development as one of the City's and the business and residential communities' top priorities. Draft Page 10 October 2015' 81 Policy ED 1-1.2: Focus short-run economic development efforts on business retention and focus longer-run efforts on the diversification of El Segundo's economic base in order to meet quality of life goals. Objective ED]-2: Center diversification efforts on targeted industries that meet the City's criteria for job creation, growth potential, fiscal impact, and fit with local resources. Policy ED1-2.1: Seek to expand El Segundo's retail and commercial base so that the diverse needs of the City's business and residential communities are met. Policy ED1-2.2: Maintain and promote land uses that improve the City's tax base, balancing economic development and quality of life goals. Goal ED2: To provide a supportive and economically profitable environment as the foundation of a strong local business community. Policy ED2-1.3: Develop a framework within which interested groups can work together on matters of common interest related to economic growth,its orderly management, and the resolution of attendant problems to improve the City's business climate. LAND USE ELEMENT Goal LU4: Provide a stable tax base for the City through development of new commercial uses, primarily within a mixed-use environment, without adversely affecting the viability of Downtown. Objective LU4-1: Promote the development of high quality retail facilities in proximity to major employment centers. Policy LU4-3.1: Encourage retail uses, where appropriate, on the ground floor of Urban Mixed-Use and corporate offices with other uses above. Policy LU4-3.2: Encourage mixed-use developments within one-quarter mile of the Green Line Stations. Objective LU4-4: Provide areas where development has the flexibility to mix uses, in an effort to provide synergistic relationships which have the potential to maximize economic benefit, reduce traffic impacts, and encourage pedestrian environments. Draft ..................... .. ..- Dra t Page 11 October 2015 82 Policy LU44.1: Policies and zoning regulations shall be developed to help guide the development of commercial activities within mixed- use projects. Policy LU4-4.4: Promote commercial uses, in conjunction with other uses, in buildings within a quarter-mile walking radius of the Green Line Stations. Policy LU44.6: Promote mixed-use development near transit nodes and encourage modes of transportation that do not require an automobile. Goal LU5: Retain and attract clean and environmentally safe industrial uses that provide a stable tax base and minimize any negative impact on the City. Objective LU5-1: Attract the kinds of industrial uses which will be economically beneficial to the community as well as enhance the environmental quality of the City. Objective LU5-2: Encourage the construction of high-quality, well designed industrial developments through adoption of property development standards and provisions of community services and utilities. Policy LU5-2.1: New industrial developments shall provide landscaping in parking areas and around the buildings. This landscaping is to be permanently maintained. Policy LU5-2.5: Employee recreational facilities shall be provided by the employer for large industrial developments. Objective L U54: Preserve and maintain a balanced and diversified industrial base. Objective LU5-6: Encourage a mix of off ce and light industrial uses in industrial areas. Policy LU6-1.1: Continue to provide uniform and high quality park and recreational opportunities to all areas of the City, for use by residents and employees. CIRCULATION ELEMENT Goal Cl: Provide a safe, convenient, and cost-effective circulation system to serve the present and future circulation needs of the El Segundo community. Draft Page 12 October 2015 83 Policy C1-1.8: Provide all residential, commercial, and industrial areas with efficient and safe access to the major regional transportation facilities. Policy C1-1.9: Provide all residential, commercial, and industrial areas with efficient and safe access for emergency vehicles. Goal C2: Provide a circulation system that incorporates alternatives to the single- occupant vehicle, to create a balance among travel modes based on travel needs, costs, social values, user acceptance,and air quality considerations. Objective C2-1: Provide a pedestrian circulation system to support and encourage walking as a safe and convenient travel mode within the City's circulation system. Policy C2-1.3: Encourage new developments in the City by participating in the development of the citywide system of pedestrian walkways and require participation funded by the Project developer where appropriate. Policy C2-1.4: Ensure the installation of sidewalks on all future arterial widening or new construction projects, to establish a continuous and convenient link for pedestrians. Objective C2-2 Provide a bikeway system throughout the City to support and encourage the use of the bicycle as a safe and convenient travel mode within the City's circulation system. Policy C2-2.1: Implement the recommendations on the Bicycle Master Plan contained in the Circulation Element, as the availability arises; i.e., through development, private grants, signing of shared routes. Policy C2-2.2: Encourage new development to provide facilities for bicyclists to park and store their bicycles and provide shower and clothes hanging facilities at or close to the bicyclist's work destination. Policy C2-2.6: Encourage design of new streets with the potential for Class I or Class II bicycle routes that separate the automobile,bicycle, and pedestrian to the maximum extent feasible. Policy C2-2.8: Evaluate bikeway system links with the Metro Green Line rail stations and improve access wherever feasible. Draft Page 13 October 2015 84 Policy C3-1.8: Require the provision of adequate pedestrian and bicycle access for new development projects through the development review process. OPEN SPACE AND RECREATION ELEMENT Goal OS1: Provide and maintain high quality open space and recreational facilities that meet the needs of the existing and future residents and employees within the City of El Segundo. Objective OSI-3: Provide recreational programs and facilities for all segments of the community. Policy OS1-3.4: Encourage commercial recreational uses to locate in El Segundo. CONSERVATION ELEMENT Goal CN2: Assist in the maintenance of a safe and sufficient water supply and distribution system that provides for all the water needs within the community. Policy CN2-7: Require new construction and development to incorporate the principles and practices of sound landscape design and management,particularly those conserving water and energy. Policy CN2-11: Encourage, whenever appropriate and feasible, development techniques which minimize surface run-off and allow replenishment of soil moisture. Such techniques may include, but not be limited to, the on-site use and retention of storm water, the use of pervious paving material (such as walk-on- bark, pea gravel, and cobble mulches), the preservation of vegetativc covers, and efficiently designed and managed irrigation systems. Goal CN5: Develop programs to protect, enhance, and increase the amount and quality of the urban landscape to maximize aesthetic and environmental benefits. Policy CN5-8: Increase the quantity of plant material to: • Increase filtration of airborne particulate matter • Increase oxygen production • Provide carbon storage • Reduce the solar heat load on structures and heat gain from paved surfaces • Increase the percolation of water into soil Draft Page 14 October 20,j Decrease -off and evapotranspiration Policy C5-10; Develop standards, procedures, and guidelines for sound landscape design and age et. Incorporate these standards, procedures, and guidelines, including conservation concepts, into the City's review and approval process for residential and non-residential projects. AIR QUALITY ELEMENT Goal AQ4: Reduce a do Policy A -1.1: It is the policy of the City of l Segundo that the City actively encourage the development and maintenance of a high quality network of eestri bicycle routes, linked to key locations, in order to promote non-motorized transportation. NOISE ELEMENT Goal e a high quality environment withi all parts of the City of El Segundo ere the public's a It , safety, and welfare are not adversely affected excessive noise. Objective NI-1: It is the objective of the City of El Segundo to ensure that City residents are not exposed to mobile noise levels in excess of the interior and exterior noise standards or the single event noise standards specified in the El Segundo Municipal Code. Policy 1-1. : Consider noise impacts from traffic arterials and railroads, as well as aircraft, when identifying potential new areas for residential land use. Objective N1-2: It is the objective of the City of El Segundo to ensure that City residents are not exposed to stationary noise levels in excess of El Sego's Noise Ordinance standards. PUBLIC SAFETY ELEMENT Goal Protect the public health and safety and minimize the social and economic impacts associated i geologic hazards. MANAGEMENT HAZARDOUS MATERIALS AND WASTE Goal HMI: Protect health and safety of citizens usi sses within El Segundo neighboring iis. Page 15 .. ...�.......�� .�.. U�,_...,�, ._,.,..M,- „October 209'6 Goal HM3: Ensure compliance with State laws regarding hazardous materials and waste management. Goal HM4: Assist in meeting State, Federal, and County hazardous materials and waste management goals, as these are consistent with City goals. Goal HMS: Assist in meeting State and County goals to reduce hazardous waste generation to the maximum extent possible. Goal HM8: Maintain the economic viability of the City of El Segundo. Policy HM8-1: Promote continuous updating of business plans by companies in the City. D. ENTITLEMENTS The following entitlements are required in conjunction with this Specific Plan(SP No. 11-01): 0 General Plan Amendment No.l 1-01 to change the land use designation from Light Industrial, Public Facility and Open Space to El Segundo South Campus Specific Plan with an accompanying Land Use map change. 0 Zone Text Amendment No. 11-01 to: 1) add "El Segundo South Campus Specific Plan"to El Segundo Municipal Code ("ESMC") §15-3-1; and 2) add a new SSMC §15-3-2(A)(8)"El Segundo South Campus Specific Plan." • Zone Change No. 11-02 to rezone the property from Light Manufacturing, Open Space and Public Facility to El Segundo South Campus Specific Plan. O Development Agreement No. 11-02 between the City of El Segundo and Raytheon Company. • Vesting Tentative Map#71551 —dividing the Specific Plan Area into 26 individual lots. Findings justifying the General Plan Amendment and Zone Change include: 1. The Specific Plan designation is intended to provide more flexibility for the development of a master-planned Campus that will be constructed in several phases. 2. The primary objective of the Specific Plan is to provide for superior, more comprehensive, site planning of the Campus. 3. Uses permitted within the Campus are consistent with prior zoning and compatible with adjacent uses. Draft Page 16 October 2015 87 E. EXISTING LAND USES The City of El Segundo has distinctive land use patterns,which are divided into four quadrants by the intersection of Sepulveda Boulevard and El Segundo Boulevard.Compatibility of an individual land use is determined mainly by its relationship to other uses within its quadrant. The El Segundo South Campus Specific Plan area is located in the southeastern quadrant of the City of El Segundo, which is east of Sepulveda Boulevard and south of El Segundo Boulevard. The design and implementation of this Specific Plan relate directly to its position within this larger context. The southeast quadrant of the City is primarily designated for light industrial which allows a mixture of industrial and office uses. This quadrant also contains a commercial region which is home to the retail development of Plaza El Segundo, an approximately 388,000 square foot lifestyle retail center.The northeast quadrant of the City lies directly across El Segundo Boulevard and consists primarily of corporate office and urban mixed uses which allow for office and commercial uses.The southwest quadrant of the City lies directly across Sepulveda Boulevard and consists primarily of oil refinery/heavy industrial use. A multimedia zone overlies both the southeast and northeast quadrants of the City. Before the adoption of the El Segundo South Campus Specific Plan(ES SC-SP)the property was designated primarily as Light Industrial in the General Plan Land Use Element with Light Industrial zoning. Adjacent land uses include the following: North: Across El Segundo Boulevard,include mid-and high-rise office buildings with multi-story parking structures and a hotel. LAX is located approximately 1.0 mile north of the Campus. East: The adjacent land uses to the east include the elevated MTA Green Line and a variety of one and two story industrial uses along Coral Circle. The El Segundo Boulevard Green Line station is located at the northeast corner of the Campus. South: A Union Pacific Railroad spur line lies immediately to the south and further to the south, the Plaza El Segundo commercial center. Immediately to the southwest of the Campus is a City of El Segundo Stormwater retention basin and to the west of that are public storage units and a Federal Express distribution facility. West: Land uses to the west include the El Segundo Municipal Golf Course and the West Basin Municipal Water District Water Recycling Facility. The Chevron Refinery is located across Sepulveda Boulevard. Draft Page 17 October 2015 88 This page intentionally left blank. ................... Draft Page 18 October 2015- 89 111. :SAND USE PLAN The Raytheon campus has been in place since the 1970s and has been modified and expanded several times as the need arose. The existing Campus includes 1,802,513 square feet of mixed development on the site's 142.28 gross acres, 13,624 square feet of which would be demolished as part of the land use program. The project area, excluding the right-of-way of El Segundo Boulevard, is 137.06 acres. A. DEVELOPMENT CONCEPT The Specific Plan establishes the general type, parameters and character of the development in order to develop an integrated Campus that is also compatible with the surrounding area. The Campus' proximity to freeways, major arterials, and the Metro Rail makes the Campus an ideal location for the expansion of uses and is consistent with the City's desire to facilitate economic development in El Segundo. The El Segundo South Campus Specific Plan development concept provides flexibility for Raytheon to either expand its existing operations or develop a mixed-use project that would be compatible with the existing Raytheon Campus facilities and operations. On an overall basis,the maximum development potential within the 142.28 acre campus is based upon a floor area ratio (FAR) of 0.60, resulting in a maximum development intensity of 3,718,889 net square feet. Development of individual parcels may exceed 0.60 FAR as noted in the sections below. In order to allow for maximum flexibility within the Specific Plan area, a Mixed Use concept is utilized, with mechanisms in the Specific Plan's Development Regulation to allow for transfers between land use types and planning areas, subject to the following requirements: 1„ The overall FAR of the Campus cannot exceed 0.60 based on the gross acreage of the site,resulting in a maximum development intensity of 3,718,889 net square feet of building area; 2. Land uses conform to allowable uses as outlined in the Permitted Use Table in the Development Standards section of this Specific Plan; and 3. The total number of traffic trips cannot exceed the trip ceiling established for the Project. The trip ceiling for trip generation of new development within the Project area is: a. 631 PM peak hour inbound trips and 2,489 PM peak hour outbound trips, for a total of 3,120 PM peak hour trips as outlined in the trip budget mechanism for the Project(refer to Appendix A). b. 2,634 AM peak hour inbound trips and 408 outbound AM peak hour trips, for a total of 3,042 AM peak hour trips as outlined in the trip budget mechanism for the Project(refer to Appendix A). c. 26,585 daily trips as outlined in the trip budget mechanism for the Project(refer to Appendix A). Draft Page 19 October 20 j6 J loos At-ca. For purposes of this Specific Plan, application of a floor area ratio results in net building square footage. Gross floor area is the sum of the net floor area plus an additional twelve percent (12%) of net floor area. The purpose of evaluating individual buildings proposed within the Specific Plan area net floor area is defined in section VI.B.5.c of this Specific Plan. B. LAND USE PLAN The El Segundo South Campus Specific Plan is based upon the following land uses (refer to Exhibit 5,Land Use Plan): 1. Commercial/Office Mixed Use(CMU) The Commercial/Office Mixed Use (CMU) land use designation is located on parcels fronting onto El Segundo Boulevard, consisting of lots 2, 3, 4, 14, 15, and 16, and totaling approximately 24 acres. The CMU area allows for a wide range of office and commercial uses consistent with the existing and planned Campus. However this area's frontage on El Segundo Boulevard is most appropriate for commercial land uses such as office, retail, restaurants, and fitness centers which require more visibility and the potential to attract users from outside the Raytheon Campus. The specific uses are limited in this land use category as shown in the Specific Plan's development regulations in order to provide an -aesthetically pleasing frontage to the Campus along this high visibility corridor. Anticipated floor area ratios along this frontage range from 0.25-1.81. Table III-1 shows one potential scenario,based upon the conceptual site plan shown in Exhibit 6,Conceptual Site Plan. 2. Office/Industrial Mixed Use(O/I MU) The Office/Industrial Mixed Use (0/1 MU) land use designation is comprised of the balance of the development areas of the site, including the existing Raytheon Campus buildings.This consists of lots 1, 5,6,7,8,9, 10, 12, 13, 17 and 18 and totals approximately 86.62 acres.This designation includes a full range of commercial,office,warehousing,and light industrial land uses, allowing for new light industrial/R&D, office, and commercial uses consistent with the existing Campus.This range of uses would facilitate an expansion of the existing Campus or the sale of parcels for development by others. Anticipated floor area ratios range from 0.22-2.2.Table III-1 shows one potential scenario, based upon the conceptual site plan shown in Exhibit 6, Conceptual Site Plan. The existing Raytheon Campus facility is located in the central portion of the Office/Industrial Mixed Use area. This facility may continue to be fenced and gated to secure its perimeter. Draft Page 20 October 2015 3. Recreation/Open Space(REC/OS) The Recreation/Open Space category includes the Project's private recreation facility, identified as Lot 11 on Exhibit 6, as well as several small remnant and potential right-of- way parcels along the properties eastern (Lots 20, 22, 23, and 24) and western (Lot 26) edge, as shown on Exhibits 6 and 7). The Specific Plan recreation facility includes 7.54 acres of private outdoor recreational facilities for Raytheon employees. A field house building including showers, lockers and restrooms would be provided as a required facility but is not counted as part of the Project's FAR and square footage cap. The recreation facilities provided on site must include at least three of the following: Fields for baseball, soccer and/or other team sports Tennis courts Basketball courts Handball courts Volleyball courts Table III-1,Land Use Summary, shows the anticipated scenario for the Project's land use mix. Table III-1 Land Use Summary ui New Development ......,, ...,.,W.......,,,�,,.. .. 1565 000....... .. ... ...w ...._.._. 1,752,800 w,.,...ww...,,..._,,,,,,.�.,......,.,. .._ Office � TMw...,. ..housa/Store a .. , 2,000 91,840 'dare 9 8 Light Industrial 150,000 _......._ ..,._,.._.... , �.,�,.....,_....._....w. 1 . ' Commercial 133,000 48,960 ent 8 Z161,80.0 bit N ExlatlnC pus Uses' 1,788,89 ..._�w......" _�. .... 2,069,947 Total Cam us Develo ment 7 3,718,889 4 23 .1,..... X34.........,..�,,,....,,�...,..m.. Buildings scheduled for demolition are E-20, E-21, E-23, and E-24 (refer to Exhibit 4); already excluded from Existing Campus Uses. ��Page 21 ..�,...�.�.....,,,.,,.....,.,_..,.,.,.,.,.�,�.. October 201.E Table III-2, Land Use -Project Development Scenario, show a potential implementation of the uses and standards of this Specific Plan based upon the vesting map and the Conceptual Site Plan shown in Exhibit 6, Site Plan. Ultimate land use would be determined at the time of site plan submittal for a specific parcel, subject to the development standards and permitted uses outlined in Section VI, Development Standards, and analysis of compliance with overall FAR and trip budget limitations. 'fable 1II-2 Land Use-Project Development Scenario C nlltnenclafN ltice Mired Uss Ml _. .. ..mm. 380 040 ,.fl. 2 Office 4 87 425 644.80 1.79 191,540 214,524 8 mm Office 2.57 __ ...w .M 4 _... Office m 5.20 191,540 .... 214,524.80 w 0.64 14 Commercial 4.01 50,000 56 000 0.29 j 15 Commerclal 3.99 46,000 51,520 0.26 16 Commercial 3.36 37,000 41,440 0.25 Subtotal 24.00 896,120 t �1,00304,4 0.86 Officslindustnal Mixed Use q#MU) - 1 Office 10.02 191,540 -- 214,524.8 0.44 .�_ .._ -.... . �. ..m j 5 67,465 . 2,412 0.22 �..�� .,.... Warehouse � 82,000 9 -�.,.... 1.18 Existin 7.17 22 1,840 ��.Ind. 000 6 Li ht Ind. .5 150,000 168, 7 . Office 4.75 163,840 183,500,8 0.79 , 8 Office 5.81 163,840 183,500.8 0.65 9 Office 1.68 160,840 180140,6 220 ..M ... .. 10 Parking 149 -- structure 12 . .� Existinq m 7.78 53,934_ 82 798 ___ 0.16 13 Office_ 2.71 _ 121,820 136,438.4 wwwww w 1.03 °- I � .� g .. 04 _. � .. .,.. 1.03 Exlsti 18.36 ..�,�.. 670,619 . � �783,689 1 .. . m 0.81A .. . ., 17 _ Existing 22,3 �. . Subtotal 86.62 2,822,769 3,227,892.6 0.75 . ... t. _.._,. . .. 0.77 TOTAL DEV , �. ...� �,�.�_�.._...-.....�. 1 18 07 3,718,8894 4,231,547 mm �.� �....�. 19-26 RoadslOS .. 11 Recreation 7.54 w EI Segundo Blvd.Now Road and Bike 0.83 . °- _ Path Dedication �� 6-Segundo Blvd.Existing Road � 5.22�rnrvWrv�� ITMM � pM.�rvV ry - .�rvW Dedication 142.28.� rvrv, rn .. �.. . _.0.60 ... Gross building area of new construction is assumed to be 1.12%of net area.Twelve(12)percent of gross area is excluded,accounting for elevators,stairwells,and other non occupied space. " FAR.calculation yields a net building area. " Total allowable intensity would be capped at a potential maximum of 3,718,889 net square feet. Page 22�,�.��.�.,�,��.„�,� October 206� 11 rta .A Trip Budget tracking system is a mechanism for managing the forecast vehicular trips generated by the land use mix identified in Tables III-1 and III-2. The Trip Budget is defined in Appendix"A"of this Specific Plan and is outlined in Table III-3 below. The purpose of the system is to ensure that development can be accommodated within the planned roadway capacity of the on-site and off-site roadway systems and to allow maximum flexibility of land uses in keeping with the market and ongoing Raytheon facilities requirements. The basis for the trip budget is the specification of a mix of uses within the Specific Plan area. The budget establishes a baseline capacity of trips. Using assumed traffic generation rates for the uses anticipated within the Project,the number of trips that would be generated at build-out of the plan was estimated. Table III-3 Project Trip Ceiling for trips associated with new development within the ESSCSP area. 408 FINI Pe, OL(t Total 631 2489 3120 Tou'll Daily Trips 26,685 If a different mix of land uses is proposed at the time of Site Plan review, a trip budget table and analysis would be provided as part of the Project submittal to allow for: b Confirmation that the proposed mix of uses falls within the maximum trip allowance; and City tracking of the land use mix within the Project. Draft. ..�...mm...................................,,,�,,..,.,......��...,,,,,,,.,�..�.._.,.._, Pa g ..,.w�...w..,,,,...._.,..,,...............�,,... .. e 23 October 2015 �:'��"!'" �� VIIWI�II" i' IIlI�Mivjjlu IIII O��IN��„� mul Qrrl"V'III„ �„� IjIII�WM1 II �+ii;"IV. I�I�II IIIVI V�wIiyUVpl"'wVI 11��VVII pNU"„rV; 4 1 JII 'I�'19h IRI ",i,I�VJif'V'"V�`, IIII”"i^';,J”, I li.. 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"Ir 'ICI o,IP ip V ',ry i�, v iu�l p"111 VII �,Irwl I 1. 111", wx lo�fii� �°v uumm EXHIBIT 5 LAND USE PLAN Drgf t Page 24 October 21d g n vh Ium Ilr!!!I wP�N'� w IIuI�IAi II a I�I I'hl llw I IiY�,,l a ° Ii' I II�� iIV�eV1�^P(IV�!11 4 : I� � V '', ' u I � Iry dll r� V I ' I 'V W un I Vpv l �'.NV I,�;,o YIWJNVP"HV I II'II iVlp �IIN'�II �� YIINIII �„ ,,� i''W w IVNVI Ilu l^ IXIN'�IIr IJ V�IPVII I u d iu ' IYI;Ph I Y, II �� I III II I I d n�q,ra Il Nk p1M�1��Ner j " 4p1 Mi M w+r �I 17 tlwmuw INp r INIII u I "� I I��I ryIIII; Nlln'll � V II vll7lii'rr'Iry V �oVlll �NIIII nN' N' V��; w��' I�'dl�lpm �18 Illi, r I III IYI I Y i' �il�,l I u �„�,uulllllll'^III � I� I I I �,+� � i I ro du Imo•, Illumu 114 I 1 I �� ill � II ill n IIIIII� dI hli II' rl "hm�)uIIIII lidllllll"11111 ��Ililii IllbVlll I! a Ir I u I I I IIY �ilr I�ul�i��VP�YI I� luu ,�"� IIII� I i V19 rviluouwlVl' 411'„ iih. wd II�P m 1^WI � �,nM'�m M I Ylolll�� o n IllllVlwjl��"'IIN��I��PJ�V II I �VI udl "'ml,lll V li ��"6 ^u III mll. �� .,� ,�, •,�u,,, � ",N i '” , I II ulv p��v pIYII�V I�' MINIII,� d VI VVJ IIIIM U 'WVu IVU Y,Ill vr'�^('�'NIPI 1'V�I�y'�� I 1�1�I� Vy I�11 '' ,,q',I NuIdIMoIv.iYN�I�pu�mII l�l IIIXII�MV Vm°Iw l�µ��I o rvI^a�M ol OIIIV�I(IIII V'l"u�I�d'I,I'II�IIIJI,I.��I'�p;lNl IIIIIIYP I I 1 I a ;I,uI��,Y h�,0 u'1��I�u lNh0�''1 J�lh„!y''�.1��,,��„,II�I�I^IMIIY g�IV4Mlm IIII I III1LIYI,I i"Ii�I1I m IVllli�I,111N"Ii"°i4 I"I��IIlPlbIr d 6V1 Y a 01 y1 "pall ,�a d'' IdI I ii I lu lul l!ll!!.I l lll��,,,�,I u l I II 141 .,III I llllrli.',, �V. AAu Vf(I WII. 1 iwll4i�Ih iuVYMN VIIIVI Yr� v Ill��lm uul I',I 'V ry YI�'''^iiil II'll a,„h��ir I��! �ddd,,IIVJ"""'I I^I vri��,,IIII''"I n IYI III' IW'YII�I"I�IV ." nli�lll II I '1 I� �,�'� Y.r�� 1 i III II II/I IV VYrN Ip411uV'f v� �4 HY m I�rVNpgwl .m I EXHIBIT 6 CONCEPTUAL SITE PLAN Draft.��..,..�.�,.",.,.w, ..�.�.�.,.�...., .,�.... ,.... �.,..mm,..�,,......�,.,... .�.�_ Wage 25 October 20,j,f NOT Amm 16 15 ART 17 18 ON Lq 10 EXHIBIT 7 VESTING TENTATIVE MAP #71551 1 Draft Page 26 October 206� C. PHASING Development starts and occupancy rates are not mandated by any phasing schedule. Development will be dictated by market demand and phased accordingly. The conceptual phasing schedule identified below is a best estimate for planning purposes only. Table 111-4 Phasing Office 0 1,752,800 1,752,800 Warehouse --------- 0 91,f4O— 91,84-0 Industrial 0 168,000 168,000 RetaillRestaurant 92,960 56,000 148,960 Total 92,960 Z068,640 Z161,600 D. CIRCULATION PLAN Regionally,the Campus is accessible from the San Diego freeway(405), Century Freeway(105), the Metro Green Line,and the major arterials of El Segundo Boulevard and Sepulveda Boulevard. The Campus is directly accessible from El Segundo Boulevard at the intersections of Continental Boulevard and Nash Street and is accessible off of Sepulveda Boulevard via Hughes Way.There is a third access point located adjacent to the El Segundo Boulevard Metro Green Line station. However, that access is gated. The internal circulation system of the Campus is currently private and access is controlled by fencing, guard stations, and gates. The development of the Specific Plan must provide for an efficient, internal roadway system that will facilitate on-site circulation and parking. Access will be provided for emergency vehicles and development within the Campus will provide infrastructure and facilitate access for various modes of travel including automobiles, transit, bicycles, and pedestrian. Connectivity in this part of the City will also be provided in accordance with the City's General Plan. Pedestrian and handicap access must be provided between buildings, to key elements in the surrounding area, and to the nearby MTA Green Line station. VEHICULAR CIRCULATION E,l Seutindo Boulevard.El Segundo Boulevard is an existing public arterial that abuts the property on its northern edge. An off-street "Class I" bicycle path will be designed and constructed consistent with the requirements of the South Bay Bicycle Master Plan. The bicycle path may diverge from running parallel to El Segundo Boulevard near the overhead green line overhead alignment and enter the El Segundo Green Line Station south of any obstructions created by the supports for the Green Line's elevated track. Draft Page 27 October 2015 98 A limited number of additional curb cuts may be allowed along El Segundo Boulevard to provide direct access to the Campus,subject to the approval of the Director of Planning and Building Safety and Director of Public Works as part of site plan review. Rualres WaAv/Nash Street E tensioij. With the development of the Specific Plan, Hughes Way will be connected with Nash Street through the south and eastern portions of the Campus(Parcel 19). The street will be dedicated to the City for public right-of-way purposes as a Secondary Arterial with a right-of-way width of 100 feet,including a 22-foot wide raised landscaped median. Hughes Way extension will include a 6-foot wide on-street"Class II"bicycle lane consistent with the South Bay Bicycle Plan. This street must be completed before a certificate of occupancy is issued for any use which would cause the new development trip cap of 89 a.m. peak hour, 225 p.m. hour peak trips or 3775 daily trips to be exceeded. The circulation pattern provides for future connection from the Nash Street extension to Coral Circle (an easement through Parcels 20 and 22) and provides for additional parking for the Coral Circle businesses (Parcels 20 and 22). 20-year irrevocable offers of dedication to Parcels 20 and 22 must be offered and may be accepted by the City at such time as the City acquires access rights from the affected businesses along Coral Circle and enters into a contract for the construction of the connecting street. Continental Boulevard'. The Circulation Plan calls for the extension of Continental Boulevard, along the southwestern boundary lines,to its connection with Hughes Way.This street will initially be private and gate controlled until such time as the first parcel taking access from the road is either sold or leased for use by non-Raytheon parties. At that time a portion of the road (Parcel 21 or Parcel 25 or both) will be opened to public access either through dedication to the City or recordation of a public access easement. Continental Boulevard is designed as a Collector Street with a right-of-way width of 80 feet, and a 14-foot raised median. At the point where the future Continental Boulevard turns from an east-west direction to a north- south direction, a parcel has been created (Parcel 26) which will allow access to the adjacent golf course. Raytheon will provide al 20-year irrevocable offer of dedication for this parcel. This dedication may be accepted by the City at such time the City permits circulation through the adjacent golf course and Continental Boulevard is made accessible to the public. Until such time as a street is accepted by the City, the street may be fenced, guarded or gated. However, perimeter security will be relocated so as to provide unfettered access to all public streets. NON-VEHICULAR CIRCULATION Three non-vehicular circulation components are included within the Campus: A 6-foot wide Class I bicycle path (4-foot one way path with 2-foot shoulder) is required to be installed in a dedicated public easement adjacent to El Segundo Boulevard(consistent with the South Bay Bicycle Plan). This path is illustrated in the Landscape portion of the Specific Plan Design Guidelines. Draft Page 28 October 20 d • A 6-foot wide Class II,on-street bicycle lane is included within the right-of-way of the Hughes/Nash Street extension on each side of the street. • A pedestrian access easement across one or a combination of parcels 13, 14 and/or parcel 24 of Vesting Map 71551 is required to allow direct pedestrian access to the Green Line Station. Improved bicycle parking facilities will be located at either the Metro Green-line station or on- site,on land reserved for secured bicycle parking in close proximity to the Green-line station.This facility,at a minimum,will include fully enclosed, secured parking for bicycles.The station could also include other amenities for cyclists, such as: staffing,repair facilities, sales of bicycle related materials,changing and or shower facilities,bicycle rental and/or bicycle sharing facilities. E. GRADING CONCEPT Site grading will require cut and fill to create building pads.The grading is expected to be balanced on-site.Final grading plans will be approved by the City Engineer before the City issues a grading permit. Draft Page 29 October 100 rxViT FLJJH E 6' B RE PATH ff'w PROP. *4 ExiSTC, UTY W:J��AVVVO 4 R/W 1 y R/W r•-SIKE PATH CLASS I I 0AMES �101' V1 '.Wl 1 1 vafflq' /r FUIU14E (UANNO GC'; 1!fj 7�% OVALL & SsfAU P/, 1 AS NEEDED WA VAS Es VARIES T. 40'M (`D To PI 7.!h' TX 0' 4' EZ&-nNG EL SEGUNDO BL AN PROPOSED DEDICATION WAL.e; %T, R/W 00, tli 80' 1 PROP L P Roo" 41". 6 12' W AC rvMT 21(VARY PqOP RA4cE.) ME[)IA4 I'RO' CCfq(: SIDEWAU< FROV coke c-iin 4 GJrIMR GNC '-AUEWALJ( PROP (:(WP CdQD -lk G'uTTER • - BIKE LaNE TYPICAL SECTION: SECONDARY ARTERIAL STREET SCAM NTS Q/w 1 60' kC PROP, 10 .30' 30' CURB 10. 12' T 7' 12' 2 1 EW Ar- PVUT 2% (WAA) TV '4! PROP. CONC cuRn k cum PROP. RAISED MEDIAN PROP CONC SIDEWAlk CONC SIDEWAILY PROP CONC CURB & GUrF[R REIC& SEQBQN; QQLLEQIQR MEEI SCAM NrS Draft Page 30 October 16)1 V. EXISTING UTILITIES AND INFRASTRUCTURE The following is a summary of existing and proposed public infrastructure for development of the site. Some private infrastructure may be converted to public infrastructure where appropriate and if the City of El Segundo approves. All infrastructure will be constructed in accordance with the standards of the governing agency. A. WATER SERVICE EXISTING CONDITION Water utility service is provided by the City of El Segundo and is currently available within the Campus. Water is purchased through West Basin Municipal Water District which is a member of The Metropolitan Water District of Southern California. The current points of connection to the public water system are near the midpoint of the northern ,and midpoint of the eastern property line. Connection is made with 12-inch service laterals to an existing 27-inch diameter City of El Segundo water main line. Water for fire suppression is provided by on-site building sprinklers and fire hydrant(s)and from off-site fire hydrants located on El Segundo Boulevard. PROPOSED CONDITION The existing and future water service must be provided through a future public line or a private line with private easement serving each lot. Location of lines in public streets is the preferred condition; where a public main line serving multiple lots is not within a public street, an easement must be granted to the City for access and maintenance. Points of connection will be based on the City of El Segundo's approval and may include connections to existing 27-inch water main line in El Segundo Boulevard, an existing 10-inch public water service in Hughes Way, or an existing 27- inch public water service which lies within an existing City easement along the east side of the site. Future water service points of connection will need to be provided to existing Raytheon buildings to remaining and future buildings. A Conceptual Water Utility Plan has been developed for the Specific Plan Area(refer to Exhibit 8, Water Plan). Fire flows for future construction will be based on County of Los Angeles Fire Department Land Development Unit standards, requiring up to 5,000 gallons per minute (gpm) at 20 psi residual pressure for up to a five-hour duration. Final fire flows will be based on specific building design details. Draft Page 31 October 2Q8 'OUT LI N," tltl Ll ME PROPOSED v, A W#\" LINE r H EX N E INE F F. RAYTHEON srrE PROPOSED fH' `WA UNE TIER LINE �H F of PROPOS )RV ED Y WATER LINE PLAN SCALE: 1 400' LIWE LEGEND pu -13w PROPOSED DOMESTIC WATER EXISTING DOMESTIC WATER .................. UTILITY TO BE REMOVED ,�7 FH FIRE HYDRANT EXHIBIT 8 CONCEPTUAL WATER PLAN Source:Psomas Draft Page 32 October 2 ffi B. RECLAIMED WATER EXISTING CONDITION Reclaimed water utility service is provided by the West Basin Municipal Water District from a treatment plant just west of the Campus and is already being used for landscaping the Campus. A current point of connection to the reclaimed water system for irrigation of landscaping along El Segundo Boulevard is along El Segundo Boulevard at Continental Boulevard. Connection is made with a 6-inch service lateral to an existing 42-inch diameter West Basin reclaimed water main line. A sewer study was prepared by Psomas for the Specific Plan, dated September 2012. Please refer to the full study for technical details on potential reclaimed water usage. PROPOSED CONDITION The existing and future reclaimed water service must be provided through a future public main line or a private line with private easement serving each lot. Location of lines in public streets is the preferred condition;where a public main line serving multiple lots is not within a public street, an easement will be granted to the City for access and maintenance. Points of connection will be based on West Basin Municipal Water District's and the City of El Segundo's input and may include connections to an existing 8-inch reclaimed water service in Hughes Way and/or to an existing 42-inch reclaimed water line in El Segundo Boulevard.New service points of connection will need to be provided to the new parcels within the Campus. A Conceptual Reclaimed Water Utility Plan has been developed for the Specific Plan area (refer to Exhibit 9, Reclaimed Water Plan). C. SEWER SERVICE EXISTING CONDITION Sewer utility service is provided by the City of El Segundo and County Sanitation District of Los Angeles County and is currently available within the Campus. The Raytheon Campus presently includes an 18-inch sewer line which connects to an existing 21-inch trunk sewer near the southeast corner of the site. This trunk sewer continues northeasterly to Douglas Street,turns southerly along Douglas Street to Alaska Avenue, runs easterly in Alaska Avenue to Hawaii Street and runs southeasterly in Hawaii Street to Aviation Boulevard where it increases to a 24-inch trunk, runs southerly for a short distance and then connects to the Los Angeles County Sanitation District trunk in Aviation. From research of existing sewer plans, there are no connections to this trunk sewer through this entire alignment as smaller,parallel lines collect all the sewage from the parcels along this alignment. An existing 10-inch and 15-inch sewer line is also present in El Segundo Boulevard generally east of Nash Street. Draft Page 33 October 2015 104 --rL TEC; t D -Nw V Wag RE I'D E ' 11 RWA VI NE A, ° —'R I Ilk, 51 p ROPOISED RECLARMW WATER LINE 0. lVLAWEr, tIA T- LINE Ex. RECLAIMED VATER LINE X. RECLAIMED WATER LINE RAYTHEON SITE PROPOSED v EX. RECLARECLAIMED RECLAIMED WA•TE;1 U CATER LINE 1e, Vs, PROPOSED\ 9,,— RECLAIMED WAM LINE PLAN 4 0 10' F0 E FX, HE"LAIM L) WATER LIKE Lr;QgN -RW- PROPOSED RECLAIMED WATER EXISTING RECLAIMED R UTILITY BE FIRE HYDRANT TO REMOVED " EXHIBIT 9 CONCEPTUAL RECLAIMED WATER PLAN Source:Psomas -"Draft Page 34 October 201S lUb PROPOSED CONDITION The existing and future sewer service must be provided through a future public sewer line or a private line with private easement serving each lot. Location of lines in public streets is the preferred condition;where a public main line serving multiple lots is not within a public street,an easement must be granted to the City for access and maintenance. Points of connection will be based on the City's approval and may include connections to an existing 21-inch sewer located at the southeast corner of the site and/or the existing sewer in El Segundo Boulevard. To serve the new Project, approximately 8,000 linear feet of new public sewer is anticipated to be constructed within the Project boundary. A conceptual sewer plan has been developed for the Specific Plan area(refer to Exhibit 10,Sewer Plan). D. DRAINAGE EXISTING CONDITION A drainage study was prepared by Psomas for the Specific Plan, dated September 2012. Please refer to the full study for technical details. The area drains in a northwest to southeast direction. Current points of connection to the City's public drainage system exist at multiple locations along the eastern and southern Raytheon property lines. The City's public drainage system consists of variable diameter(96 to 108 inches) reinforced concrete pipe(RCP) storm drain. The public main lines discharge into an existing City of El Segundo retention and infiltration basin just south of the Raytheon site. Existing storm water quality currently goes untreated on-site.However, downstream of the Project site runoff drains to the City of El Segundo retention and infiltration basin where it is captured and infiltrated. Federal Emergency Management Agency (FEMA)map#06037C1770F shows this Project site is located within Zone X, which is described to be an area determined to be outside of the 0.2% annual chance floodplain. There are no Special Flood Hazards on-site. PROPOSED CONDITION Relatively minor off-site flows from El Segundo Boulevard and the property to the south will continue unobstructed to combine with on-site flows. The Project area will continue to drain in its existing northwest to southeast direction.Reconfiguration of site roadways and the replacement of existing buildings and surface parking lots with new buildings and parking lots/structures will result in changes to drainage patterns and amounts of impervious surfaces. However, proposed drainage sub-areas will closely match existing sub-areas in area, and potential increases in surface runoff will be mitigated by Project design features. The average imperviousness of the site is expected to decrease from 79.5%to 70.0%. Draft Page 35 October 2015 106 Cry o N UWE PRO 0 SEW LINE $ SIN JoIN �",� �' a"�^ ""•;A\; AS a o EX. sElhER I.,N IE � a wi RAYTHEON SITE v' 9 u SEX. SEWER LINE—„., � "'N, PROPOSED PLAN SEWER LINE UN' AN SCALE: 1" - 400' Imo' LINE- I X. 'iE" E,4 LINE I. LEZEM N , II I, /lll Sh , ss PROPOSED SEWER ,; E ss EXISTING SEWER UTILITY TO BE REMOVED FLOW ARROW EXHIBIT CONCEPTUAL SEWER PLAN Source: Psomas Draft Page 36 October 2015 107 As each phase of the proposed Project is implemented, flows into the existing public storm drain system will not increase.If the proposed Project results in a change in drainage pattern,an increase in impervious area,or higher rates of flow,storm water detention will be part of the design to avoid negative downstream impacts. Sub-drainage areas will continue to flow to the City of El Segundo storm drain along the eastern and southern edge of the Project boundary. The total proposed tributary area to be studied is less than 1% larger than the existing tributary area since portions of the Project area that formerly drained off-site will be redirected and managed on-site. There will be no net increase in discharge of storm water from the site.The total proposed tributary area is approximately 134.4 acres. New storm drains will be required to serve the site redesign. To serve the proposed Project, approximately 7,000 linear feet of new on-site storm drain lines are expected be constructed within the Project boundary. The maximum pipe diameter is not expected to exceed 54 inches. On-site detention is not expected to be required(refer to Exhibit 11,Drainage Plan). Storm Water Quality Existing storm water quality currently goes untreated on-site. The project site discharges into an existing City of El Segundo retention and infiltration basin just south of the Raytheon site. No runoff leaves the City of El Segundo retention and infiltration basin.However,the project site lies within the Dominguez Channel watershed. The Dominguez Channel ultimately empties into the consolidated slip of the Los Angeles Harbor. To the maximum extent practical, storm water quality treatment will be provided with infiltration. The treatment methods are expected to include infiltration wells, infiltration basins, high- efficiency planter boxes, and surface planting areas. Drainage must comply with all applicable laws and regulations, including without limitation, the City's National Pollution Discharge Elimination System(NPDES)Permit. E. GAS EXISTING CONDITION Natural gas service is provided by Southern California Gas Company and is currently available within the Campus. PROPOSED CONDITION The existing and future natural gas service must be provided through a future public main line or a private line with private easement serving each lot. Draft _ Page 37 October 201 . ......... F1 SFG(IN VC) I NSTIDRMe�AIN � EX. STONM 0-4AIVT" IN)Q x 1w �T(Y�V DRAIN "'T, 5I.54' RCP : N?�l �RAIN Uj PROPOSED PROP6's0 STORM RAIN,,"' STORM ORAIN ')RAIN \-rx. 1 B JOIN EX. STC,iv �,'Ail!,N —STORM DRAIN 0 RAYTHEON S17,E V DkAl PROPOSED PLAN STORM DRAIN <\ EX EX 54 PC. STORM DRAI '7,T,',RM Y;Alk ,CAL E; 1" = 4C,(,' X. f, El I � '�i-!V ST Alk LEGEND _Snsv PROPOSED STORM DRAIN EXISTING STORM DRAIN UTILITYTOBEREM OVED POSED rX. 45" -1(3-'I. FLOW ARROW P STORM URAIP-4 S R DRAIN Ex. M DRAIN Note: Storm Drain may be private or public. If public there will be an easement to the City. EXHIBIT 11 CONCEPTUAL DRAINAGE PLAN Source: Psomas Draft Page 38 October iOJ5 U9 Location of lines in public streets is the preferred condition; where a public main line serving multiple lots is not within a public street,an easement will be granted for access and maintenance. Points of connection will be based on Southern California Gas Company's approval and may include connections to existing 12-inch and 20-inch high pressure gas lines within El Segundo Boulevard and/or an existing 4-inch service line along the easterly property line.A conceptual plan has been developed for the Specific Plan area (refer to Exhibitl2, Electric, Gas and Telecommunication). F. ELECTRIC EXISTING CONDITION Electric power is provided by Southern California Edison to the Campus through underground utilities. PROPOSED CONDITION Location of lines in public streets is the preferred condition; where a public main line serving multiple lots is not within a public street right-of-way, an easement will be granted for access and maintenance. Points of connection will be based on Edison's approval. A future substation location, reserved by an easement adequate in size for the placement of a SCE substation, is identified on Parcel 5 (refer to Vesting Tentative Map No.71551). A conceptual plan has been developed for the Specific Plan area(refer to Exhibit 12,Electric, Gas and Telecommunication). G. TELECOMMUNICATIONS UTILITIES EXISTING CONDITION Cable and telecommunication service is provided by a variety of companies and is currently available within the Campus. These companies include AT&T, Level 3, MCI (Verizon), Quest, Time Warner, and XO Communications. PROPOSED CONDITION Location of lines in public streets or their rights-of-way is the preferred condition; where a public line serving multiple lots is not within a public street or its right-of-way, an easement will be granted for access and maintenance. Points of connection will be based on the requirements of local providers. A conceptual plan has been developed for the Specific Plan area(refer to Exhibit 12,Electric, Gas and Telecommunication). Draft Page 39 October 2015 110 `IL I1 1 E 11 "-, CL SEGUNDO 66 10 I I I li .'', 1;J 11 IN" ft E l LINE as q, PROPOSED 50 1 fi �DEILUX I q pr� 0 C I ' , Ek C:,M M LINE GAS,, IN > 7 LHE rx. ovERPEAl' GAS LINE 41 �;(' RAYTHEON SITE EX. GAS UNE jA',L UNE 01000SED r4rox Z181, ;;E WOZ. EX. C311,4%.! LIME F.X. SCE Or 'Ld CC I' U� PRO GAS UNE E PLAN F �i"ALE I- — 40(1' Ll FX. (AL UNE; J LEGOD E —LIGHTING OR TELECOMMUNICATI POWER ON C _4 G — 4 TV GA SEVICE ''UTIS LITYTROSEREMOVI ED rx. G 4 NE EXISTING CATV FX, VERIEA.) IL—EXISTING OIL Sr NE EXHIBIT 12 ELECTRIC, GAS AND TELECOMMUNICATION CONCEPTUAL PLAN Source: Psomas ............................ Draft Page 40 October 2 Mi H. SOLID WASTE DISPOSAL EXISTING CONDITION Solid waste disposal is provided to commercial and industrial users by a variety of private haulers. FUTURE CONDITION Development within the Campus would contract with a provider.Landfill capacity is adequate for assumed population and commercial growth within Los Angeles County. Solid waste facilities within the Specific Plan area will comply with all ESMC requirements pertaining to building, fire, zoning codes(e.g.,adequate trash enclosures and screening). I. FIRE PROTECTION EXISTING CONDITION The Campus is less than one mile from Fire Station 2, located at Mariposa Avenue and Douglas Street. The provision of water for fire suppression is provided by on-site building sprinklers and fire hydrants and from off-site fire hydrants located on El Segundo Boulevard. FUTURE CONDITION Future development will include new public fire hydrants within the future public street connecting Hughes Way and Nash Street. Buildings will be sprinklered as required by the ESMC. Development will be required to pay fire impact fees to off-set the additional demand for municipal fire protection services as a result of the new development. J. POLICE SERVICES EXISTING CONDITION Police services are provided by the El Segundo Police Department which is located at 348 Main Street. FUTURE CONDITION Development will be required to pay police impact fees to off-set the additional demand for municipal police services as a result of the new development. Draft Page 41 October 2015 112 This page intentionally left blank. Draft Page 42 October 2101 V. DESIGN GUIDELINES These design guidelines are intended as "guidelines" instead of "development regulations," Consequently, strict compliance is not required. To promote the quality of design planned for this Project, the design guidelines given in this document establish criteria that enhance the coordination, organization, function and identity of the site, while maintaining a compatible relationship with the surrounding development of the El Segundo South Campus. A. DESIGN OBJECTIVES AND INTENT Design Guidelines for the South Campus Specific Plan will promote and reinforce the City's commitment to high quality development. The objectives of these guidelines are to: • Provide for high-quality, large scale commercial/industrial development within a cohesive campus setting. • Promote orderly and predictable development. • Encourage individual creativity and innovative solutions by allowing flexibility in how a particular guideline is met as long as the intent of the guideline is achieved. • Ensure functional pedestrian, bicycle and motor vehicle circulation within the Project and convenient pedestrian and bicycle linkages to and from adjacent residential, commercial, industrial, and school areas. 1. Site Planning a. The arrangement of new buildings, parking and circulation areas should recognize the particular characteristics of the site and should create an identity as a cohesive campus. b. Site development should utilize variations on building orientation and landscaping adjacent to the public streets so that a monolithic "wall" of building faces is not created. C. The design and location of accessory buildings (e.g., security kiosks, maintenance buildings, trash and recycling enclosures, and outdoor mechanical equipment enclosures) should be incorporated into and be compatible with the overall design of the Project and the main buildings on the site. Draft Page 43 October 2M d. Appropriate linkages between internal Project components and buildings, as well a ;+ between the Project and the surrounding development should be incorporated, includin g pedestrian walkways,s, and plaza areas. e. Buildings should be arranged to create opportunities for open space amenities (e.g., plazas, courtyards,outdoor eating areas,public art, etc.). . recess and Parking a. The use of common (shared) access points and driveways is encouraged; placement of vehicle access points close to building entries should be avoided to minimize pedestrian and vehicular conflicts. b. Entry driveway areas should be clearly marked by special features, (e.g., enhanced paving, prominent landscape features, low-height decorative walls, and well-designed monument-type signs). C. Access to each building should be clearly visible to pedestrians and motorists through the use of signage, color, and/or design elements. d. Parking lots adjacent to and visible from public streets should be appropriately screened to minimize undesirable visual impacts. e. Parking lots should not be a dominant visual element on the site from El Segundo Boulevard or the Nash Street extension. f. Surface parking areas should be enhanced and visually broken up through the use of appropriate trees and landscape improvements. g. Surface parking areas should be divided into smaller multiple lots and provided with canopy trees spaced appropriately throughout the parking area to reduce the effects of heat gain. h. Parking lot design is encouraged to include water quality storm water facilities consistent with City standards and a Water Quality Management Plan prepared for each phase. _. .. .... ... .............................., Draft Page 44 ,,.oct...o b�e._r...,��... 201 3. Architecture/Orientation/Massing a. The massing, scale and architectural style should consider compatibility with the surrounding character and existing buildings to reflect a cohesive campus character. b. The orientation of the newly constructed buildings should facilitate and encourage pedestrian activity and convey a visual link to the Project's internal road system. C. The mass and scale of new buildings should be compatible with the existing and adjacent structures and with each other. This can be accomplished by transitioning from the height of adjacent buildings to the tallest elements of the new building, stepping back the upper portions of taller buildings, and incorporating human scale elements, such as pedestrian scaled doors, windows, and building materials on the ground floor. d. Buildings should be divided into distinct massing elements and should be articulated with architectural elements and details. Changes in height, horizontal plane, materials, patterns and colors should be used to reduce building scale and mass. e. Primary building entries should be easily identified through the use of prominent architectural elements, signage, landscaping, decorative hardscape,lighting,canopies,roof form,architectural projections,columns, vertical and/or horizontal elements, and other design features that help emphasize a building's entry. f. Building elevations,whether front,side,or rear,that are visible from public rights-of-way should be architecturally detailed to incorporate quality materials and architectural features that reflect the theme of surrounding structures and facades. Buildings facing El Segundo Boulevard should include enhanced and articulated facades. Building entrances should be readily identifiable. The use of recesses, projections, columns, and other design elements to articulate entrances is encouraged. g. Facades should be `divided' by vertical and horizontal variations in wall planes, building projections, door and window bays, and similar elements. Building articulation should be present on the side and rear walls of the building. Draft _ Page 45 October 2816 L Roofs should be designed as an integral component of building forni,mass, and facade. Building for should b e e nhanced by varying and offset roof planes, cave heights, and rooflines, i. Green roofs and rooftop gardens are allowed to add landscaping, decrease the heat island effect of large expanses of flat roofs, retain and filter storm %v aster run-off, and to reduce energy demand for heating and cooling buildings. Greert roofs are el-ICOUraged, but not required. j he exterior surfaces of buildings for the ground floor must be protected with anti-graffiti coating where appropriate. 4. Color and Materials a. Colors and materials should be consistent and complementary throughout the Project area. b. Exterior materials and architectural details should complement each other and should be stylistically consistent. C. Building materials must be durable and resistant to damage, defacing, and general we and tear. Acceptable building materials may include concrete, stone masonry, metal, stucco, glass and/or other contemporary composites. d. Building materials that support sustainability 'through the use of environmentally sound building materials and local resources (e.g.,locally available, contain high recycled-content, are reused, come from renewable sources, and that contain low volatile organic compound ( IOC) levels) is highly encouraged. 5. Screening and Mechanical Equipment a. All screening devices must be compatible with the architecture, materials and colors of the building. b. Loading docks, bays and parking spaces, delivery service areas, outdoor storage areas, stand-alone mechanical equipment facilities, should be located and designed to minimize their visibility, circulation conflicts and adverse noise impacts. These facilities must be oriented so that they do not face any public or private rights-of-way. Sound attenuation walls must be used where appropriate to reduce noise where required by code or the Project's envirom-nental analysis. Draft Page 46 October 2ffi C. Utility and mechanical equipment must be screened from view of public streets and nearby buildings on all sides with landscaping and/or architectural elements. d. Rooftop mounted equipment visible from the surrounding area, adjacent buildings, and any public or private rights-of-way must be screened from public view and equipment should be painted to match the roof color when equipment is visible. e. Trash and recycling receptacles areas I ,III III I I Iq�,l�l 9 VIIY�I iY'IImIItirY�u: , . ° ., must be completely screened from public view from public and private rights-of- M way with a combination of solid walls, wood, and landscaping. I� lily f Ground mounted enclosures must be protected with anti-graffiti coating. Trash enclosures with 6. Parking Structures architectural screening elements a. Parking garages should be designed to help reduce the mass and scale of the garage and to ensure their compatibility with surrounding uses. b. Parking garages should be designed to conceal the view of vehicles in the garage through a combination of screen walls and plantings while providing adequate visibility for security purposes. C. The exterior elevations of parking structures should be designed to avoid a monotonous, monolithic appearance. This can be accomplished through a menu of options as follows: • Minimize horizontal and vertical banding by balancing both horizontal and vertical elements. • Design `green screens' to provide visual relief. Use simple,clean geometric forms, and coordinated massing. Size openings in the parking garage to resemble large windows as in an office building. Use masonry materials that are predominantly light in color, but avoid unpainted concrete. Use of accent materials is encouraged. Avoid a sloping ramp appearance by providing level and uniform spandrels. Draft Page 47 October 1�8 • Visually define and differentiate between pedestrian and vehicular entrances through appropriate architectural detailing. d. Stairs and elevators should be located adjacent to a street on the exterior of the structure where lobbies can be exposed to outside view. Safe pedestrian street crossings should be taken into consideration. e. The use of security cameras is encouraged and may be required by the Police Department as part of site plan approval. f. Lighting levels should be equally distributed to provide uniform illumination over all parking areas. Photometric analysis will be required as part of site plan/architectural review. g. Light sources should be shielded so that the source of the illumination is not seen from outside the structure. h. The ground floor level of any parking structure must be protected with anti- graffiti coating. 7. Landscaping A Landscape Master Plan for the Campus must be provided to the City at or before first site plan review submittal to provide for a unified concept for the Campus. Streetscape concepts are provided for the three hierarchies of streets within the project, including the El Segundo Boulevard frontage, Hughes/Nash Street Extension, and Continental (see Exhibits 13-15, Streetscape Concepts). The Master Landscape Concept Plan must be consistent with these concepts and their associated plant palettes. General a. Entries into the project should include a consistent entry feature for the Campus as a whole. Entries should be provided in the following locations: • Hughes Way at El Segundo Boulevard Hughes Way/Nash Street at the southern Campus boundary b, Consistent tree species must be planted at Project entries, consistent with Exhibit 16, Corner Entry Concept. Draft Page 48 October 219 I 'u161��1 I R.O.V1. EXIS!114 L*D"INC C.RAi'f UYRIIIIE �p{ p/} IREE0 25' O.0 °° w I I u� lii 1 u w w w a I w r, I k]u lacy.w fl Will PARKWAY TREE l 5-RSTRDFI;IA 10CA CRAPE UYRTI( SHRUBS PIIIUSIMM iGURA IYI-ELLLR'S LAW' HHELLLR'S DWO 108RA DESCRIPTION RA IYRI''r EL SEGUNDO UOULEVARD WILL IIAW A NEW CLASS 1 DKL IRhL ALONG THE STREET FRONTAGE. DUE TO THE EXSTMIG POWER LINES, THE PARKWAY WILL BE PUNTED WIDI CRAPE NYTiUS NHEELLN'S DWARF IMPA WILL UE U%D IN INE PARKWAY, SO IHAI W} I�'I; BECAUSE D rrs Su4. scALE AND FL DOXIMSI)CS It CAN BE EASILY IIIAINTAMD AWAY FROU THE NIKE PATH CLEAR � DW TORA ZONE, EXIIJBIT 1 EL SEGUNDO BOULEVARD ETSC :,"EPA'° Draft' Page 49 October 20 WOMEN R.O.W. R.O A S TALL TOGS PTTte RINE TS*WIDE DECORATIVE IWJTT]JNCE wpix S LAKU TREE --4fm JA9TPTE f U O.C. T'EaNCE WILD RYE XUK tom ft"THE a 30'O.C. AAA- 4 I ^kM I WAX ,"1 MAW wa tw tom` „ Nlgg m :, b _ i ''anrrm.M�xYN PLAA O KERI" LONDON Pi1JJE TREE f PAWAY TREE RHUS Lmw sue i�.- SHRUBS LEI m CONDF!lSATUS'CANYON PRNCE' WON PRINCE WD RYE uGus" Apww VGRUU' TE>(AS PRIVET � GRQUNDCOVER TRACTI£LOSPERWUU aA_wNGOES STAR ASU NE DESCRIPTION THE SECONCaw ARTM STREET(WSHJf#IgiES)wal BE PLATTTEO KH LO!®ON PLANE TREES fR THE If ft" TO HATCH TTTE E%b K LONDON PM TREES WHO ON SOUTH HUGHES WAY. THIS WIT.L CREATE A O NTNIM AND C04%TM LANOSGIPE GWtW U FOR TIAE STREET CdTR K THE PARKWAYS WILL BE RMIED ON INS IANCEA TREES TO PRME WA FOR THE STRR70 E. A HEDGE OF TIM PWIFT SHRUBS W BE USED IN THE PARKWAY'S TO PRNDE SCREE K OF THE kWEh7 USES U CANYON PALACE YA1D RYE WRL BE USED IN THE MENAZ UHOER THE L01fDON PUit1E Tw. EXHIBIT w 1 RUGHF,S/NTASTI . ENS T ` SC T DYaft Page 50.. ,. .. , . .,. October 2015 j � ali :e dYi�VVI l)II�9'hIIIVY ��"iiid1lI��1pj�i R_O.W. RAW. , S"JAPANESE BOXWOOD H'ME —18"WIDE DECWTNE NNli DWXE WALK —MWNJ.OW TREE —nor WtLow THE V UTTTE JOHN BOTR.EBMH T ROSElM I TTLE JOHN BOTTLEEIRIISHW I WA KIM um IN 04 gy- PARKWAY AND MEDM TREES I° iiiiull 11 ;� ' GEUETtA PAROLORA AMTR" W (M j q SHRUBS ON IMCAOPHYTTA RIM JAPWSE BOXWOOD GLUSIm vu JOHN' UTTLE Jaw BOTfLEBW WESTRM FRUIICOSII'UMNG LIGHT" COAST ROSIBM DESCRIPTION THE COt1ECTOR STREET Wit BE K40 WITH AUSTKM WMl01Il TREES IN BOTH THE PARKWAYS AND IIEDUNS TO PRONDE SHADE AND MEN MM M THE STREETSt9X A H E OF JAPANESE TRAM",LOW MM SHRUGS Mil BE USED IN THE PARMYS TO PROW LITTLE Jain O OF TM ADJACENT USES. UTTLE M 8011LEBRUSH Wll BE USED IN THE PARKWAYS ANO MM TO PR04lDE F10KRIM MM TO THE STREE15CIIPE AND COAST ROSEAWTY KL BE USED IN THE MEDWIS TO MM SHRUBS OF VARYMIG MM EXHIBIT 5 CONCEPT CONTINENTAL STREETSCAPE Draft Page 51 October 2f 15 Ipl�i�,i r I ul '� i Ili N��I n IIIY I� I I)1 'wNilp I ��,„pl Im I I �I�ji �II�NuI�Yil"d�lu�!��a�yll��>�III'��ti� ��I;II�Iri7�il�llllllm�ll III�w�N��iyi�l� i II Ipi,14v tl � Y� Nur rii I f w I I ��jjjuuU� ^pp I II'4i;jllllu'Ij;; ,II Illlp oalu, III I+�I Illll�il�'�J"I I TREE w SHRUBS 1;c IJ , ;i` _,,U - GROUtiDCOVER Ild u c� I u, - .I'I�',,,",''� E _H M 16 Page 52 ©ct�6er 2G�5 123 a All areas not covered by buildings, walkways, driveways, parking spaces, and service areas must be landscaped (with drought tolerant plantings and sustainable hardscapes in accordance with the City's water conservation requirements). d. Landscaping should enhance the quality of the Project by framing and softening the appearance of buildings, defining site fimetions, screening undesirable views and buffering incompatible uses. e. Landscaping at the perimeter of buildings is encouraged to soften the transition between building and parking lot. Parking lot landscaping must be distributed evenly to provide for consistent design and shading. E Landscaped areas should generally incorporate a combination of planting materials utilizing a three tiered system consisting of. 1)trees,2)shrubs or vines, 3) groundcover/ornamental grasses. Landscaping should be in scale with the adjacent buildings and be of appropriate size at maturity. 9. Placement of landscaping should not interfere with the lighting of the C, Project area or restrict access to utilities. h. Landscaping should be utilized to define edges, buffer adjacent properties, screen parking areas and storage areas. i. Street trees should be spaced appropriately (in adequately sized and landscaped parkway strips or in tree-wells within wider sidewalks or plazas) to emphasize and reinforce the spatial definition between the building, pedestrian environment and the street, j. In order to reduce the heat-island effect, space parking lot trees to achieve shading at ratios required by the development regulations of this Specific Plan. Trees must adequately shade parking lots and provide sufficient area for water quality requirements. k. Textured paving materials should be used in pedestrian areas such as pedestrian courtyards and plaza areas for safety and to provide visual interest. 5raft-_` Page 53 October 2 ,N4 1. Paving materials should include pervious hardscape materials to facilitate water treatment and reduce runoff, M. Bio-retention areas can be used to detain/percolate run-off in planted swales, raised open-bottomed planters, etc. On-site stir rti watet,capooe s'y'stem n. Site furnishings, including, but not fin-6ted to, fixed and moveable scaling, irasll and recycling receptacles, Nke I'acks, and 1,,m�degtrian lighting stiould be ofdurablc MICI SLISUlinable niaterials. 0. Design and selection of site furniture should include considerations for the security, safety, comfort and convenience of the user. P. A unified site furniture "look" is encouraged. The color and appearance of site furniture products should be selected to complement other design elements. 8. Walls and Fences a. Wall and fence design should Z complement the Project's architecture.Landscaping may be used to soften the appearance of the wall surface. b Wall and fencing materials must be made of a durable material. Wall and fencing materials may consist of wrought iron, tubular steel, stone, stucco, or brick. Solid walls should incorporate pilasters with decorative caps and offsets, consistent with the overall architecture. C, Landscaping should be used to soften the appearance of the wall surfaces and deter graffiti. d. Security fencing must be of high quality design.Razor wire is not permitted. Chain link fencing is not permitted in any areas that are visible from any public or private rights-of-way. e. Walls and fences must be protected with anti-graffiti coating, Draft Page 54 October 20 9. Lighting Design a. The type and location of parking area and building lighting must prevent direct glare onto adjacent properties. b. Pedestrian scale lighting should be present at all entries,plazas, courtyards, parking lots, pedestrian ways, and other areas where nighttime pedestrian activity is expected. C. Lighting design of fixtures and their structural support should be architecturally compatible with the architecture of the Project. d. When appropriate, wall-mounted lighting may be incorporated. Wall- mounted lights should be compatible with the building's architectural style. 10. Signage a. A Master Sign Program must be prepared for the South Campus Specific Plan at or before the first site plan review submittal. Unless specifically modified by this Specific Plan, all signage must comply with SSMC requirements. b. Billboards, pole signs, and signs incorporating flashing or blinking lights are not permitted within this Specific Plan area. c... The character of the signage,including the location,size,height,design and lighting must be in keeping with the architectural character and monument style of the overall Project. d. Signs should make a positive contribution to the desired character of the Project and overall streetscape and provide for clear identification and wayfinding. e. Vehicle, bicycle and pedestrian circulation throughout the Project site, to parking and various destinations should be enhanced through a comprehensive system of directional signage and related wayfmding elements. Draft Page 55 October 2015 This page intentionally left blank. Draft Page 56 October 2DI VI. DEVELOPMENTSTANDARDS The following standards are intended to supplement the existing General Plan and ESMC.Where this Specific Plan is inconsistent with the ESMC,the Specific Plan prevails. Where this Specific Plan does not specifically regulate,development must comply with the standards and requirements set forth in the ESMC. A. PERMITTED USES Uses within the Specific Plan area are governed by the following Table, by district: Wireless facilities are permitted subject to the requirements of ESMC Chapter 15-19. Table IV-1 Allowable Uses Alternative fuel stations P P ._ Cafes p p .Data Centers ..,.. ,,__W.� C ...P..... .. �,...., Financial institutions ._ General Offices,Including medical and dental _ P p _eral storage and warehousing P Gen Gen ,., �.,,..-...,,, .._.... .,,�.. � ........._...�,_.._ ,�,.�,,.,,Mw.,......_ ............. rag and warehousing Company y) P General storage a h (Raytheon Coman only) P .._....- ,..,.. Health Clubs p p H h and _, i9 medium bay labs — P µ High and medium bay abs(Raytheon C.� ..,.... _ .- .� ....._ . ,..w�.�.,._.�_..._. Y Company only) ... ... .,. p Light Industrial uses __ p Light Industrial uses(Raytheon Company only) P p Movie and Entertainment Facilities p p __ Multimedia Related Offices p P Post ,,.., roduction �.�......., ,��.,.�.,,.. .__...,,...,_..,...�.�.,..�.,....�...., ....,.,..__.... ....�............... .�. ._�,.........�...�._.�...,.. p Facilities P P Public facilities,including,but not limited to,fire and police facilities,post P P offices, and libraries. Public Utilities P P Recreation Facilities(public and private) P P P Res development nd el o meat, including scientific research and experimental ,.,..,........*._� _ ............... P P -- � ,,,, P F .,,....._._.,,,..., ,...--- .,.�w_a._.... Restaurants,full service _. Restaurants,fast food p P _. ... ..............www.__ .. ..._ w ..,.. .,,._m_. ............, ,. .. _...., .............._ ..ww_ Retail uses(excluding off site sale alcohol sales) mF W Py Draft „_._..�,.,, ,._..�..�„�,,.,.....,....... ..�,.,..�...�............... ... . _,.._�„_,..,w,.,,,..mm.�,�,.... ....�.,. ..,_.,. .,,..,....,�,,, Page 57 October 2ffi Table IV-1 [continued] Allowable Uses .......... Effects Studios P P ....................... ................. Stud�/ ".uj� qpther support facilities P P ............................. .................. .........- ........... ....... Trade and vocational schools for adults P P .......... An use customarily incidental to a permitted use,including the storage of A A A hazardous materials associated with any allowable use, I:WiWii� h or walk-up se'r v.'i"c—es related to financial opera 11 t.i o.n,s.__._,,_ A A The on-site sale"and''" (o' 6-rr'-i i_p"ti-o no' i"alcohol at restaurants and cafes. AUP AUP The o#-site—""s"ale'o—f—alc'o—h-o I atr'etail establishmen t.s, A I UP A I UP "'bi-I—Ve"i-through re"'sia"ur""a'ants C C _C... ................. ........ Helicopter landing facilities subject to the provisions of El Segundo Municipal C C C Code §15-2-13, .................... Hotels(provided that the existing deed rests... estriction is removed) C C ............... C Outdoor dining,exempting outdoor dining at restaurants where outdoor dining comprises 20%or less of the total dining area of the restaurant, C C C but not exceeding two hundre,dJ�00)square feet of floor area. 'Laser/optical tar"ge"t's A/AUP AAUP �rking structures and surface parking!p!s_ A P/A P/A Radar towers m, AAUP A/AUP AIAUP Video arcades,defined as any business with three or more video or arcade machines. C C C All uses that are not permitted,conditionally permitted,or deter.. etermined to be similar uses as specified above. All -uses that are involved with the storage of waste materials as the primary—,—,— business Freight Forwarding,, .......... ................... ............. Gasoline and Diesel Service Stations Mini .......... e Residential Uses . .. ................ Z_P _"_AdminisIca0ve Use Permit mm A Permitted Accessory Use C Conditional Use P Permitted Use Not Permitted "Note: Pursuant to the ffM-0,us�s_Ra similar nature which are unfis I e df—it i—T abI e IV"-'1 m a"y' be considered by the Direst..r0'f �C mis ion, Dra Page 58 October B. DEVELOPMENT STANDARDS 1. Lot Area a. The minimum building lot area is 10,000 gross square feet. 2. Height a. Buildings and structures within the Campus cannot exceed 200 feet in height, measured from finished grade. Exceptions to building height are permitted in accordance with ESMC §15-2-3. b. Structures cannot interfere with the operation of the MTA Green Line. 3. Setbacks a. Buildings and structures within the Campus must be setback a minimum of twenty-five feet (25') from the adjoining public rights-of-way of El Segundo Boulevard, the future extension of Nash Street, and the future extension of Continental Boulevard, except for lots with frontage on the portion of El Segundo Boulevard located east of the future extension of Continental Boulevard and west of the future extension of Nash Street. For lots with frontage on the portion of El Segundo Boulevard located east of the future extension of Continental Boulevard and west of the future extension of Nash Street, buildings and structures must be setback a minimum of fifteen feet(15') from the adjoining public right-of-way of El Segundo Boulevard. b. Building and structure setbacks within the interior of the Specific Plan must be a minimum of fifteen feet (15') from each lot line. Actual required setbacks may vary depending on Building Code requirements that relate to type and height of the structure. C. Permitted intrusions into setbacks are identified in ESMC §15-2-7. The Class 1 bicycle path located adjacent to El Segundo Boulevard may also be located within required setback areas as long as a minimum distance of 5 feet is maintained from any building. 4. Lot Frontage a. A minimum of 100 feet of frontage must be provided for all lots whether on a dedicated public street or a private street. Parcels exclusively devoted to right-of-way purposes are excluded from minimum lot frontage requirements. Draft Page 59 October 2015 130 5. Floor Area a. The South Campus Specific Plan is currently developed with 1,802,513 net square feet of development. Development in the Campus is limited to an additional 1,916,376 net square feet of floor area, as specified herein, for a total pre-dedication of public right-of-way net FAR of 0.60 distributed over the entire Campus area and not required as a maximum FATS on any individual lot as permitted in Section 13.6 below. The maxinIUM amount of developed floor area within the Specific Plan must not exceed 3,718,889 net square feet as permitted by this Specific Plan. b. For purposes of this Specific Plan,application of a floor area ratio results in net building square footage. Gross floor area is the sum of the net floor area plus an additional twelve percent (12%) of net floor area for all proposed new construction. C. Net floor area consists of the area of all floors or levels included within the exterior surrounding walls of a building or structure. The total space devoted to high or medium bay labs may be multiplied by a factor of 0.5 to determine the net floor area. Space devoted to the following is not included when determining the total net floor area within a building or structure: 1. Elevator shafts; 2. Stairwells; 3. Courts or atriums uncovered and open to the sky; 4. Rooms exclusively holding building operating equipment; 5. Parking spaces at or above grade and access thereto; 6. Structures devoted exclusively for parking; 7. Restrooms in common areas of nonresidential buildings. d. Gross floor area consists of the area included within the surrounding exterior walls of a 'building or portion thereof, exclusive of garages, vent shafts, and courts. The floor area of a building, or portion thereof, not provided with surrounding exterior walls is the usable area under the horizontal projection of the roof or floor above. For new construction, after the date of adoption of this plan, gross floor area is defined as specified in section VLB.5.b. above. 6. Floor Area Ratio and Transfer of Development Rights a. FAR may be transferred from any parcel within the boundaries of the Campus(the"Donor Site")to any other parcel within the boundaries of the Campus, whether contiguous or non-contiguous, within the Specific Plan area (the "Receiver Site") upon the written consent of the owners of both the Donor Site and Receiver Site. Any FAR transferred from a Donor Site Draft Page 60 October 2,�0�1 is deducted from that parcel's base FAR. The overall FAR for the entire Campus cannot exceed a net 0.60 as computed in accordance with the above, based on pre-dedication of public right-of-way, but any individual parcel may exceed such FAR. Transfer of FAR may be accomplished by submitting a letter from the applicant to the Director of Planning and Building Safety before the City issues building permits for the Receiver Site which would utilize the transferred FAR.The Director will maintain records of such transfers and the current density allocations, if any, of all of the properties within the Specific Plan area. In addition, the owner of Donor Site must record a covenant acceptable to the Director and the City Attorney memorializing such transfer of FAR.No approval from the City is required for such transfer. b. Regardless of any transfer of FAR, no building can exceed the applicable development standards set forth in this Specific Plan. 7. Walls and Fences a. All walls and fences must comply with ESMC §15-2-4. 8. Accessory Structures a. Radar towers, dishes, laser/optical targets, and other similar structures are permitted as accessory structures only subject to approval of an Administrative Use Permit. C. CIRCULATION 1. Transportation Demand Management (TDM) Plan, that identifies trip reduction methods in accordance with the guidelines set forth in ESMC Chapter 15-16 and Chapter 15-17,must be prepared for development within the Campus.A TDM Plan must be submitted for City review concurrent with the first site plan application within the campus. 2. The maximum number of total daily trips, as well as A.M. and P.M. peak hour vehicle trips for new development within the Specific Plan area, as determined in accordance with the Trip Generation tables set forth in Appendix A,cannot exceed the table below, unless a subsequent traffic report is prepared and approved by the Director of Planning and Building Safety that identifies potential impacts and proposes feasible measures to mitigate previously unidentified new impacts. To ensure that peak traffic does not exceed these thresholds, a trip inventory analysis must be prepared, acceptable to the Director of Planning and Building Safety, to maintain a cumulative accounting of total square footage by land use as well as the cumulative number of A.M. and P.M. peak hour trips. The trip inventory must be updated and submitted upon the filing of each building permit request. Draft Page 61 October ,0 32 • 2634 ,....,...... 408.. ................ ..........._........_3042m....,.,,._,.., P631 2489 3120 26,585 3. Public and private streets must be designed and constructed in accordance with the General Plan and in the overall right-of-way size identified in the General Plan. a. The connection of Hughes Way with Nash Street must be constructed to the standards of a secondary arterial street identified in the Circulation Element of the General Plan. b. The extension of Continental Boulevard to Hughes Way must be constructed to the standards of a commercial collector street identified in the Circulation Element of the General Plan. c. The private street connecting Continental Boulevard and Nash Street must be constructed to the standards of a local commercial street identified in the Circulation Element of the General Plan. D. PARKING AND LOADING 1. Parking and loading spaces must be provided in accordance with ESMC Chapter 15-15, except as provided below. 2. Within the 0/1 MU District or for office/industrial uses within the CMU District, parking lots or structures may serve multiple lots and buildings. Up to 100%of the required parking for an individual lot in the 0/1 MU District or for office/industrial uses within the CMU District, may be provided off-site subject to the following standards: a. Parking must be located within 300 feet of the lot it serves. Draft Page 62 m, ,... October 2015 b. Pedestrian pathways must be provided connecting parking lots or structures with the buildings they serve. Where off-site parking is across a project roadway, a crosswalk must be provided. C. Reciprocal parking and access easements or covenants must be recorded before the City issues a building permit and must be shown or noted on the applicable site plans. d. Parking lots and driveways may straddle lot lines subject to provisions in a reciprocal parking and access easement or covenant. Such documents must provide provisions for shared maintenance. 3. For retail and restaurant uses within the CMU District, up to 20% of the required parking for an individual lot in may be provided off-site with approval by the Director of Planning and Building Safety, subject to the following performance standards: a. Parking must be located within 150 feet of the lot it serves. b. Pedestrian pathways must be provided connecting parking lots or structures with the buildings they serve. Where off-site parking is across a project roadway, a crosswalk must be provided. C. Other conditions may be applied by the Director as part of site plan approval. d. Requests for over 20% off-site parking require Planning Commission review and approval and may include such conditions as the Planning Commission may lawfully impose. 4. For retail and restaurant uses within the CMU District, parking lots may service multiple lots or buildings subject to the following standards: a. Reciprocal parking and access easements or covenants must be recorded before issuance of a building permit and must be shown or noted on the applicable site plans. b. Parking lots and driveways may straddle lot lines subject to provisions in a reciprocal parking and access easement or covenant. Private access roads that connect parking lots with a right-of-way may encroach into a required landscape setbacks on interior property lines. Such documents must provide provisions for shared maintenance and landscaping. 5. The number of required parking spaces may be modified subject to the approval of Draft Page 63 October 134 a Transportation Systems Management Plan,as specified in the ESMC Chapter 15- 16 "Developer Transportation Demand Management." 6. The Director of Planning and Building Safety may modify the required number of parking spaces up to a maximum of 10% based on the submittal and approval of a parking demand study or shared parking analysis. Additionally, for any use for which the number of parking spaces is not listed in ESMC Chapter 15-15, the Director of Planning and Building Safety shall specify the required number of spaces based on a parking demand study. 7. The Planning Commission may modify the required number of parking spaces up to a maximum of 20%based on the submittal of a parking demand/shared parking study. S. Notwithstanding items 6 and 7 above,the Director of Planning and Building Safety may also grant uses with significantly different peak hours of operation up to a 20% parking reduction, without approval of the Planning Commission. Any request for such shared parking must meet the following requirements: a. A parking study must be submitted by the applicant demonstrating that there will not be substantial conflict in the peak hours or parking demand for the uses for which the joint use is proposed. b. The number of parking stalls which may be credited against the requirements of the structures or uses involved cannot exceed the number of stalls reasonably anticipated to be available during differing hours of operation. C. A written agreement must be executed by all parties concerned, to the satisfaction of the Director of Planning and Building Safety and the City Attorney assuring the continued availability of the number of stalls designed for joint ease. 9. Preferential parking must be provided for carpools and vanpools. 10. Bicycle parking must comply with ESMC Chapters 15-15 and 15-16 and the South Bay Bicycle Plan. 11. The Raytheon Company recreation facility within the Specific Plan area is not required to provide parking beyond that already provided for daytime, weekday users. E. LANDSCAPING Landscaping is a critical criterion when evaluating development proposals in the Campus. This section will ensure that adequate landscaping area and permanent maintenance is provided for all Draft -_ Page 64 October 20 ,I19 new development. This mandate is also in accordance with the City's requirements to landscape commercial and industrial areas. Landscaped areas must be provided and permanent irrigation systems installed in the landscaped areas at: 1) the Campus entry areas, 2) around the perimeter of the buildings in the setbacks, 3) within the required setbacks along the property perimeter and, 4) in the Vehicular Use Areas (VUAs) as defined in ESMC §15-1-6. A Landscape Master Plan must be prepared for the Campus to ensure a unified appearance implementing the intent of the Design Guidelines and objectives of this Specific Plan. The Landscape Master Plan must be submitted to the City at or before the first site plan review submittal within the Campus. ALL LANDSCAPING I. Landscaping must conform to the City's Water Conservation in Landscaping requirements as set forth in ESMC Chapter 10-2. CAMPUS ENTRIES Campus entries must be provided at the following locations: 0 Nash Street at El Segundo Boulevard 14 Hughes Way/Nash Street at the southern campus boundary Entry landscaping must be in substantial conformance with the entry concepts outlined in the Design Guidelines of this Specific Plan. BUILDING PERIMETER LANDSCAPING 1. Except as otherwise allowed by this Plan, a minimum horizontal depth of five feet of landscape materials,excluding curbs,must be provided around each building. In instances where two buildings are separated by ten feet,the landscape requirement may be reduced to allow for pedestrian walkways/access. PROPERTY PERIMETER LANDSCAPING 1. One shade tree must be provided for every 25 feet of street frontage. 2. The following encroachments are permitted into the landscaped setback areas: a. Parking may encroach into the landscaped setback up to a maximum of fifty percent of the required setback area, provided a minimum landscaped setback of five feet is maintained except as permitted in Specific Plan § VI.D.2. b. "Architectural landscape features" including fountains, free-standing Draft Page 65 October 2115 arbors/pergolas, and public art, may encroach into the landscaped setback area subject to site plan review,provided a minimum landscaped setback of five feet is maintained. The features may cover a maximum of twenty five percent of the total area of the setback, and be a maximum of twenty feet in height. VEHICULAR USE AREAS 1. Vehicular Use Areas (VUA) include parking lots and loading areas. Landscaping in the VUAs must cover a minimum of five percent of the VUA and be distributed uniformly throughout the VUA. Such landscaping is in addition to the required property perimeter and , building perimeter landscaping. The I figure to the right represents a typical Y ;N �u� "I parking area within the C amp us. �dIIwN d,4 ,, Nllwly 1°11p III PW 4 . II AI I dill wuuir MI w „I X11' VIII i I� VV V �ih�l i „ O�IIVh wiu VVu it ��I,� a. A minimum of 5 foot landscape a all buffers parking lot P gII edges to screen parking lots �, 'li ill IM I �I lu'ti and provide shading' Vuti,'IVo7U^ �IIOMV(NIIIIVlluiP IVi! IN'ioV N ll h„I + N lip lMil inM!VV MIWd��liui�n/"ryi INN;riu hluiVlibll uu Jimw! IP?!�IN��I(II i�uil (Nli""'relilNi'�ii4IPV E;I b. Planting areas containing trees must have a minimum width of 5 feet. C. Each parking space must be located within 30 feet of a tree. Trees are required to provide shade and parking lot/loading area screening F. PUBLIC SAFETY In an effort to ensure the safety of employees and visitors to the Campus, the following strategies must be incorporated into site development: 1. Lighting must be adequate throughout the Campus and shielded to minimize off- site illumination. Submittal of photometric studies is required as part of any site plan review submittal which includes parking lots, and parking structures in the Specific Plan area. 2. The site design and operation must comply with fire and police safety regulations Drab Page 66 Octobar 2015- with regard to site layout, building configurations, landscape design, and infrastructure requirements. 3. Street lighting must be provided in accordance with ESMC requirements. G. SIGNAGE 1. Signage within the Campus must conform to the signage regulations of the ESMC except as established and approved in a Master Sign Program for the Campus. 2. The following signs are not permitted within the Campus: • Billboards, as defined in the ESMC; and • Pole signs; and • Signs incorporating flashing or blinking lights. 3, A Master Sign Program for the entire Campus must be developed and submitted for review and approval by the Planning Commission before or concurrent with the first site plan review for a project within the Specific Plan. The Master Sign Program must include the following elements: • Campus Master signage (entryways, common sign design throughout Campus); Sign standards developed for each of the three uses allowed: industrial, commercial and office; • Provisions for way finding and decorative elements such as banners; • General features that all signs in the Campus are required to comply with; and • Regulations for temporary signs (including construction signs). H. SUSTAINABILITY 1. All new development must have buildings designed to be energy efficient, at least 15%above Title 24 requirements. 2. The Project areas must include Stormwater management practices that treat Stormwater runoff from 90%of the average rainfall on the site using structural and non-structural management measures. 3. Preferential parking must be provided for carpools and vanpools at the rate of not less,than 10 percent of total employee parking. Draft Page 67 October 2,0 4. Bicycle parking must comply with the ESMC. 5. Shower facilities must be provided for buildings of 25,000 square feet or greater. 6. Exterior lighting must be energy efficient and designed to minimize light pollution. 7. Low-emitting building materials must be utilized. 8. Roof structures must be designed to support future solar panels. 9. Reclaimed water must be utilized for all landscaped areas. 10. A Pedestrian Walkway for direct access to the Green Line Station from the project site that meets ADA minimum width requirements. I. ENCLOSED USES All uses must be conducted wholly within an enclosed building except for the following: 1. Electrical distribution stations, adequately screened from public rights-of-way and public view, as determined by the Director of Planning and Building Safety. 2. Outdoor restaurants and cafes incidental to the permitted use,provided they comply with the provisions of ESMC §15-2-16. 3. Recreational facilities customarily conducted in the open. 4. Radar towers,antennas,dishes,and laser/optical targets,provided they comply with the screening requirements of ESMC § 15-2-8. Draft Page 68 October 201 V11. ADMINISTRATION A. INTRODUCTION Unless regulated by this Specific Plan, development will be administered and enforced by the City in accordance with the ESMC. This Specific Plan supersedes any conflicts with ESMC zoning regulations. 1. The Director of Planning and Building Safety may grant administrative use permits in accordance with ESMC Chapter 15-22. 2. The Director of Planning and Building Safety may make other administrative determinations using the same procedures set forth in ESMC Chapter 15-22. I The Director of Planning and Building Safety may grant adjustments and administrative adjustments in accordance with ESMC Chapter 15-24. 4. The Planning Commission may grant conditional use permits in accordance with ESMC Chapter 15-23. B. MUNICIPAL CODE REFERENCES All section references in the Specific Plan refer to the El Segundo Municipal Code (ESMC) as adopted at the time of building permit application submittal. C. MODIFICATIONS 1. Major Modifications The following modifications constitute a Major Modification and require an amendment to this Specific Plan: a. Any decrease in the required building setbacks as set forth in Section VI.B.3 above; b. Any increase in the total developable square footage of the entire Specific Plan in excess of the maximum allowable development intensity allowed under the Specific Plan; C. Any increase in height of buildings or structures on the Property above 200 feet; d. Any increase in the maximum number of A.M. and P.M. peak hour vehicle trips for the Specific Plan as specified in Section VI.C.2 above, unless a subsequent traffic report has been prepared to the reasonable satisfaction of Draft Page 69 October 21,01 the Director that identifies potential impacts and proposes feasible mitigation measures to mitigate such impacts and otherwise complies with CEQA; e. Any change in use to a use which is not permitted under the Specific Plan, except as approved by the Director in accordance with Chapter 15-22 of the ESMC; f. Any change in the land use plan categories identified in Exhibit 5 of this plan. g. Any decrease in the minimum required lot area; h. Any decrease in the minimum required lot frontage; i. Any material modification that requires modification to the EIR other than an Addendum; and j. Any modification deemed by the Director of Planning and Building Safety as major and requiring amendment to this Specific Plan. 2. Minor Modifications Any modification to this Specific Plan not listed above as a "major modification," including a use approved subject to an Administrative Use Permit,is a Minor Modification. The Developer may make Minor Modifications without amending this Specific Plan upon the administrative approval of the Director of Planning and Building Safety or designee, provided that such modifications are consistent with the Development and Design Standards, Applicable Rules, and Project Approvals. Such Minor Modifications may include: Modifications to the streetscape palette with the concurrence of the City's urban forester. • Modifications to infrastructure sizing based upon final engineering plans approved by the City. Relocation of the Raytheon Recreation Facility to a parcel or parcels of the same size(7.54 acres)or larger and having similar access. Should this occur, a revised land use plan shall be provided updating the land use plan of this document(Exhibit 5). Modifications to the conceptual plan (Exhibit 6), Vesting Tentative Map (Exhibit 7) and Conceptual Utility Plans (Exhibits 8, 9, 10, 11 and 12)that do not exceed the new development vehicle trip cap, do not increase the number of parcels and do not require subsequent CEQA environmental Draft Page 70 October 2015 141 review may be deemed minor by the Director of Planning and Building Safety. Adjustments, Administrative Adjustments, Administrative Determinations subject to the requirements in Section VILA, above. D. SITE PLAN REVIEW 1. Overview In order to develop a Project that is in conformance with the uses, density, approved FAR, Design Guidelines and trip generation of this Specific Plan, a Site Plan Review("SPR") application shall be filed with the Department of Planning and Building Safety. 2. Application for Site Plan Review- Contents The Site Plan Review Application must conform to the following. The number of copies required for submittal will be determined by City policy at time of submittal: a. A"Development Status Tracking Table"must be submitted to the Director of Planning and Building Safety for review by the Planning and Building Safety Department as part of any site plan submittal within the Specific Plan area. This table must specify the development request for the site plan including the following information: Specific Plan parcel area(s) and the allocation of intensity by land use as defined in Section III herein; • A revised Land Use table for the Specific Plan area by phase, showing updated land use distribution and intensity as modified by the site plan submittal; and Submittal of a traffic report analyzing the trip generation for the land use(s)and demonstrating that the maximum number of vehicle trips (trip ceiling)is not exceeded. C. Plans and landscape plans for projects must be prepared by a registered architect and a licensed landscape architect respectively. C, Site Plan. A fully dimensioned site plan,drawn to scale and showing: 1. Location of existing and proposed structures, including signs, showing dimensions from property line; 2. Location, size and species of existing trees or natural attributes; Draft Page 71 October 14 3. Location of off-street parking. The number of parking spaces (specifying handicapped, compact and regular spaces), type of paving, direction of traffic flow,parking stall dimensions, and areas for turning and maneuvering vehicles; 4. Location and dimension of driveway approaches, off-street loading areas, street and highway dedications; 5. Refuse disposal and recycling; 6. Location, height, and material of existing and/or proposed fences and walls; 7.. Means of screening all vents,pipes, antennas and machinery placed on roofs; 8. Location, height and specifications of all existing and/or proposed exterior lighting; 9. Location of all utility pipes, valves, vaults and similar appurtenances; and 10. Location of structures on abutting lots showing dimensions to property line. d. Photometric Analysis for parking lots and parking structures. e. Elevation Drawings. Elevation drawings dimensioned and fully illustrating all sides of the proposed structures. These drawings must include: 1. Location of signs and size, height, color, material and type of illumination of all signs. A Master Sign Plan must be submitted when the development includes two or more tenants; 2. Location, size and style of architectural features, such as awnings, doors, windows and other wall openings; and 3. All exterior materials and their colors. f. Landscape Plan. A preliminary landscape plan showing the location and design of the following listed items: 1. Existing trees (by species and size) proposed to be retained, removed or relocated on the site; Draft Page 72 October 2 M 2. Landscaped areas and the numbers, varieties and sizes of plant materials to be planted therein and all other landscape features; 3. Softscape, hadscape (walkways, paving, textured concrete) and lighting; and 4. All submittal material required by ESMC Chapter 10-2. g. Colors and Materials. A materials and colors board showing all colors and materials,with color chips and textures keyed to the principal plan elements where those components are found. h. Floor Plans. i. Photo Board. Showing subject site, and all surrounding properties. j. Rendering/Illustration. One set of color elevation drawings or a color rendering. The Director of Planning and Building Safety may require, at his/her discretion, a computer model where such is necessary to evaluate scale,massing and architectural treatment. 3. Site Plan Review-Procedure a. The Director of Planning and Building Safety must review the application to ensure there is consistency with the Specific Plan within 30 days after the Director deems the application complete. b. CEQA Review, if required, must be conducted in accordance with applicable law. C. The Site Plan Review must be timely scheduled for public hearing before the Planning Commission, which date should not exceed 45 days after the completion of the public review period of the environmental documentation, or within 30 days from the date the application is deemed complete if no further environmental review is required. The Planning Commission must render its decision in writing, either approving, approving with conditions, or denying the Site Plan Review application, stating the reasons for such action. The decision of the Planning Commission is final unless appealed to the City Council. d. Any aggrieved person may appeal the Planning Commission's decision to the City Council. Such appeal must be filed in writing with the Department of Planning and Building Safety within ten (10) days after the date of the written decision by the Planning Commission. Upon receipt of such an appeal and the payment of the appropriate filing fee, the matter must be scheduled for consideration by the City Council no more than 45 days after Draft Page 73 October 144 the date of receipt of the appeal. e. The Site Plan is valid for two years from the date of approval.If construction does not commence within such time, but the applicant has diligently pursued the Project plan review process, the Director of Planning and Building Safety may extend the Site Plan approval for up to two additional years. f. After the Site Plan is approved,the Director of Planning and Building Safety may approve minor changes in the Site Plan or its conditions if the Director finds that there are practical reasons for such changes,that such changes do not substantially vary l"roni the previously approved site plan and applicable law and that such changes do not involved deviations from the design's intent. 4. Site Plan Review Criteria The purpose of the Site Plan Review procedure is to ensure that the development provides a cohesive visual identity and coordinated design character for the Specific Plan area of high quality. The overall coordinated design character must be expressed in the site planning, architecture, landscaping, lighting, and signage. The architectural design is to be compatible in character, massing and materials consistent with the conceptual plan depicted in this Plan. In approving the Site Plan Review the Planning Commission, or City Council on appeal, must consider the following factors: a. The dimensions, shape and orientation of the parcel; b. The placement of buildings and structures on the parcel; C. The height, setbacks, bulk and building materials; d. The building materials and design; e. The distance between buildings or structures; f. The location,number and layout of off-street parking and loading spaces; g. The internal vehicular patterns and pedestrian safety features; h. The location,distribution,amount and type of landscaping materials and the sustainability of the landscaping material with the El Segundo climate in compliance with the applicable climate zone; Draft Page 74 October i% i. The placement, photometrics, height and direction of illumination of light standards; j. The location,number, size and height of signs; k. The location,height and materials of walls,fences or hedges; 1. The location and method of screening refuse and storage areas, roof equipment,pipes, vents, utility equipment and all equipment not contained in the main buildings of the development; M. Compliance with all applicable development standards including, but not limited to, height, setbacks, FAR, trip generation, and off-street parking requirements; anti, n. Consistency with the Design Guidelines of this Specific Plan. 5. Approval Criteria The Planning Commission, or City Council on appeal,may approve the Site Plan Review if it finds that the site plan,architecture and landscape design,with conditions if necessary are consistent with this Specific Plan. 6. Exempt Activities The following is a list of activities which are exempt from the site plan review process. This list is not all-inclusive; the Director of Planning and Building Safety may exempt other activities not listed: a. All interior changes and alterations b. Demolition of Buildings E-20,E-21, E-23,or E-24 C. Exterior ¢ueclianical equipment (heatiDg, air conditioning, water heater) designed witli mechanical equipment screening compatible with the architecture of the building to which it is adjacent or affixed. d. Minor exterior repairs costing less than $50,000 in 2015 dollars, indexed for inflation to the Consumer Price Index(CPI). e. Reglazing,new mullions f. Re-landscaping consistent with the landscape palette g. Repainting h. Reroofing with similar style roofing materials Draft Page 75 October 2146 E. AMENDMENT In accordance with the Government Code §§ 65450-65457, Specific Plans must be, prepared, adopted and arnended in the same manner as General Plans except that Specific 'Plans may be adopted' y resolution or by ordinance. This Specific Plan may be amended as necessary by ordinance. Said amendment or amendments do not require a concurrent General Plan amendment unless the Director of Planning and Building Safety deterrahies that the proposed amendment would substantially affect .leneral Plan goals, policies,objectives or prograins. F. CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE The El Segundo South Campus Specific Plan and related entitlements were approved in accordance with the California Environmental Quality Act (CEQA),the State CEQA Guidelines (Guidelines), and City policies adopted to implement the CEQA and the Guidelines. An Environmental Impact Report was prepared and certified by the City Council which establishes the development thresholds shown in Table VII-1 below. Table VII-1 California Environmental Quality Act Compliance Existing Site Facilities 1,802,513 square feet The Conceptual Site Plan and Application Materials U 1,930,000 square feet{including 13,624 square document. re_lacern�nt evaluated within the EIR . �� .w. .,,�.. .. i fed of demolition �l.. no, ..... �.—.m.,-l The CEQA clearance indicated above analyzes the effects of 1,930,000 net square feet of incremental development by the Project , 13,624 of which is anticipated to be replacement of existing facilities with allowed uses. Any portion of the Project that is developed consistent with the Conceptual Site Plan evaluated for this Specific Plan is exempt from further CEQA analysis unless an event specified in Public Resources Code § 21166 occurs as to the Specific Plan. Drt{�t Page 76 October 2M APPENDIX A El Sege do South Campus S ecic .flan Trip Generation Rates, Credits, and Ca s The following two tables are to provide data for maintaining a trip inventory analysis for the build- out of the Specific Plan. A table maintaining a cumulative accounting of total square footage by land use as well as the cumulative number of A.M. and P.M. peak hour trips generated by new development within the Specific Plan area must be generated by the project applicant and verified by the City. The trip inventory must be updated and submitted upon the filing of site plan review application and verified before a building permit is issued. The traffic-generating characteristics of most of the components of the Project are identified in the Institute of Transportation Engineers' (ITE) Trip Generation, 91h Edition. With mixed-use projects there are many opportunities for interaction amongst the various uses. The interaction is likely to reduce the number of trips entering and leaving the site ("internal capture"). Additionally, many of the individual uses will attract vehicles already on the surrounding street network ("diverted/pass-by"). These are trips that are already on the roadway network and are diverted to the Project. Furthermore, since the Specific Plan is adjacent to the El Segundo Metro Green Line station, the following table takes into consideration credits for transit usage, as well as for"internal capture" and"diverted/pass-by." Appendix A—Table 1 Project Trip Ceiling for trips associated with new development within the ESSCSP area. out Total 2634 408 3042 =0 631 2489 3120 26,585 Page 77 October 2N6 Appendix A-Table 2 Summary of Trip Generation Rates and Trip Credits RAYTHEON SOUTH CAMPUS SPECIFIC PLAN DRAFT TRAFFIC IMPACT ANALYSIS SUMMARY OF TRIP GENERATION RATES AND TRIP CREDITS AM PEAK-HOUR PM PEAK-HOUR AVERAGE DAILY FORMULA(per FORMULA(per TRIPS FORMULA Use 1,000 gross square 1,000 gross square (per 1,000 gross feet) feet) square feet) Retail _ _ T= 0.96(A) T= 3.71(A) T= 42.70(A) Internal Capture - Less 1% Less 2% Diverted/Pass-8y - Less 34% r General Light Industrial T= 0.92(A) T= 0.97(A) T= 6.97(A) Internal Capture - Less 1% Less 1% Warehouse T= 0.30(A) T= 0.32(A) „ T= 3.56(A) Internal Capture Less 1% Less 1% Office T= 1.56(A) T-= 1.49(A) T'_ 11.03(A) Internal Capture - Less 1% Less 1% Transit Credit* Less 5% Less 5% Less 5% Other Possible Uses Health/Fitness Club T=1.41 (A) T=3.53(A) T=32.93(A) Hotel T=0.53(R) T=0.60(R) T=8.17(R) Medical/Dental Office T=2.39(A) T=3.57(A) T=36.13(A) Supermarket T=3.40(A) T=9.48(A) T=102.24(A) I Quality Restaurant T=0.81(A) T=7.49(A) T=89.95(A) High Turnover(Sit-Down)Restaurant T=10.81(A) T=9.85(A) T=127.15(A) Fast-Food Restaurant without Drive-Through Window T=43.87(A) T=26.15(A) T=716.00(A) Coffee/Donut Shop without Drive-Through Window T=108.38(A) T=40.75(A) T=818.58(A) Notes *Trip generation adjustment discount associated with proximity to transit service for similar sites based on recommendations published by Los Angeles County Metropolitan Transportation Authority(LAMTA)and ITE. T:Trip ends A:Building area in 1,00 sq.ft. R:Rooms Draft Page 78 - October?,� APPENDIX NDIX B L SEGUNDO SOUTH: CAMPUS SPECIFIC PLAN LEGAL P►LSCI IPTION THAT PORTION OF SECTION 18, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,AS SHOWN ON THE MAP FILED IN CASE NO. 11629, SUPERIOR COURT OF SAID COUNTY ON JUNE 21, 1890, IN THE OFFICE OF THE COUNTY CLERK OF SAID COUNTY, A COPY OF SAID MAP APPEARING IN THE FILES OF THE COUNTY SURVEYOR OF SAID COUNTY AS CLERK'S FILED MAP NO.218,BOUNDED AS FOLLOWS: BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SECTION 18; BOUNDED ON THE EAST BY THE WESTERLY LINE AND THE NORTHERLY PROLONGATION THEREOF OF TRACT NO. 26556, AS SHOWN ON MAP RECORDED IN BOOK 675 PAGES 93 TO 94 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; BOUNDED ON THE SOUTHEAST BY THE NORTHWESTERLY LINE OF THE 80 FOOT STRIP OF LAND DESCRIBED IN THE DEED TO PACIFIC ELECTRIC RAILWAY CO., RECORDED MAY 27, 1913 AS INSTRUMENT NO. 2101N 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 IMPLIBD,BEING EXCEPTED OR RESERVED TO GRANTOR EXCEPT AS HEREINAFTER EXPRESSLY SET FORTH." ASSESSOR'S PARCEL NOs. 4138-014-047 AND 4138-014-013 Draft Page 79 October 2015 EXHIBIT 1 c CITY COUNCIL ORDINANCE EXHIBIT C DEVELOPMENT AGREEMENT 151 497 ,2 1 1 7111 RECORDING REQUESTED AND WHEN RECORDED AIL ; CITY CLERK CITY OF EL SEGUNDO 350 Main Street EXEMPT FROM RECORDER'S FEES El Segundo, California 90245 Pursuant to Government Code § 6103 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO AN RAYTHEON COMPANY 2000 El Segundo Boulevard El Segundo, California 90245 THIS AGREEMENT TEN DAYS OF EXECUTION L PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE § 5 .5 W,". Vi p TABLE OF CONTENTS P � 1. Definitions.................................................................................................................. ...............1 2. Recitals....................... ................................................................................................,.....,.........3 3. Binding Effect.............................................................. ............,.........,.,„.........,.,,.........4 3.1 Constructive Notice and Acceptance..........................................................................4 3.2 Rights to Transfer............................................................................................,.........4 3.3 Liabilities Upon Transfer,. ................... .................... ........_4 3.4 Reassumption of Rights.................................................................................................5 4. Development of the Campus........................................................................................................5 4.1 Entitlement to Develop............................................................................................5 4.2 Permitted Uses, Density, Height and Dedication of Land for Public Purposes.......5 4.3 Development Standards...........................................................................................5 4.4 Building Regulations .............................................................. ..............................5 4.5 Subsequent Rules...—,-. ................................................. .....................................,..5 4.6 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications 5 4.7 Use of Easements................ ....................................................................................6 4.8 Timing of Development.....................................»....,,,...............................,..,......,....6 4.9 Moratorium.................................................................. ..... ......,.........7 4.10 Infrastructure...................................................................... ...............................7 4.10.1 Infrastructure Capacity.................................................................... ....................,,....7 4.10.2 Phasing Flexibility.........................................................................................7 4.10.3 Infrastructure Completion.........................................................................---........7 i �� 4.10 �/uuco._.—.'..................-....^..~._._ ._...... ^.,,~,, 4.11 Term.....................................................................................—_ ........-,^.^..--.Q 4.12 Term of and Other Project Approvals. .............. 4.13 Satisfaction of Mitigation Measures and Conditi000..- .........~...........—..........8 4.14 In Lieu Credits............ ..... ...~.._'~.^..~,,^_ ...... ,_— ...... __~ ....... .....8 5. Developer Agreements................. —^~.^_~~..---.~_.^.~—........---—. ... ........ ..'—... .-...� 5.1 General....—.. ....... ...... .— ........ ~Q 5.2 Maintenance Obligations_--. ............. _—~.............. ...... ...................... ..,~..m 5.3 Sales and Use Tax......... ... .......----......... ...... _._`_,^^,,,_.~.,,,,....... ......'8 5.4 Title 24 Energy Requirements ........................^....-~._..' ......., .9 6. City Agreements ..'..^~----^^~^-----^-~--'----'~---~~''^—'^~^^^-'~~^~'---^~'9 6.1 Expedited Processing,... —~--^'^^^^^~^—~'.............. '—^'^^^^'''`'............. ......'...... `�9 6.2 Processing Cooperation and Assistance ...................................... ._..^,_^ ......,`,.9 6.3 Processing� Third Party Litigation........ _-....—..—_. ........ —.~^- .......lO 6'4 Reimbursement for City's Efforts oo Behalf of ..--'.-.....--l0 6.5 City's Efforts 10 Defend and/or Enforce Multi Agency Agreements,—..--l0 lO 7. Traffic .......—.._.-,..^~.~---__._~.-~~,~,—~,,.~~—._^^.^,__~_,. 7.1 Nash Street........................-... ...........^ .......................................l0 7.2 Continental Boulevard Access—.-.............---.............~.-_..... _~..11 7.3 E3 Segundo Boulevard Improvements._.................,-.......,........ ...... .l1 7.4 ID Segundo Boulevard Bicycle Path—..................................................l2 7.5 Nash Street Extension Bicycle Lane...................................--.....—....l3 7.6 Green Line Station..............................._.~~—..'—................_.,...l3 7.7 Coral.Street Connection..... ............~............^....-...—.~~.........._...l4 7.8 Traffic In Lieu Credits............. ...._.......................^,.''.^.....^.........'l4 U 4 9 7 I « ' 8. Utilities. ......___...... ...... ....... 14 9. Recreational Access........................................ ....... .............................,....,,.14 9.1 Non-Raytheon User Access ............ ... ....... ............. .. ..... ...14 9.2 Irrevocable Offer to Dedicate Land to City..........................................15 10. Payments After Approval........................... ........................................ ........ .....15 10.1 Six Annual Payments............ ................. ....................................................................15 10.2 Year 10 Payment.................................w..........................................................................15 10.3 Building Permit Fee ................... ..... .....................................................................15 11. Uniform Codes and Standard Specification............ .......M.......a.......__......,.......,...1.5 12. Demonstration of Good Faith Compliance............................................................................156 12.1 Review of Compliance................................. ..... ...,...„..,..,,.,,16 12.2 Good Faith Compliance,. .......... ...__....... .............. .............___16 12.3 Information to be Provided to Developer..................................y.,.....n.....,..,....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 ....18 15. Mortgagee Protection.......................................—.................,..................,..,.,.....................,,....18 Hi 2 m 11.1 Mortgage Not Rendered Invalid... ...... ....... 11.2 Request for Notice to Mortgagee....... .......................................... ...,,.......,,.,,..19 11.3 Mortgagee's Time to Cure.............. ..�...,..,,.,...,...,.,.19 11.4 Cure Rights....................,....,.....,..,.............,.............,........,.....,,.,....... .,y,.,......,,.19 11.5 Bankruptcy.....,.................................................................................................19 11.6 Disaffirmation..................................................................................................20 16. Estoppel Certificate................................................... ..............................................................20 17. Administration of Agreement......................N..,.,,,.,..,,,.,....,.,....... ......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........................................a...,. .........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.................---............................................................................. ....,..,.,................23 24. Entire Agreement... ........ ................ ..—-.--,.24 25. Waiver.......................................................................................................................................24 26. Ambiguities or Uncertainties...................... ................... ..... ..................—,—.25 27. Supersession of Subsequent Laws of Judicial Action...............................................25 iv � �� 28 , Seve^wuu/ty..........—...............—......~.....^....,,,,..,,~.~...^.^^.,^.,,,,,.^,~.~,,..,,,,.25 29. Relationship of the Parties..............................~,_....,...._.,....... �25 30.No Third Party Beneficiaries...............................................,.~,.._.^.,.,,~..... ,25 3l ��cor�m�i��a�� x� - ��m��o��u Amendments......................................................25 32^ Cooperation Between City and D ........-.............. .....,....................,^..~25 33. Rules ofConstruction ...................................................................................25 34. Governing Law and Venue........... ............................................-^.............26 35. `.uuuvxymmw...............................................,,_,,^,,_^_,_^.,,^,.,,,.,.^.,.,,,,.,,.26 36. Dates-...................................... . ..........,_ .............. ....... 37 �kz ��o�/b�IJ��m��n ' � ^~~^^^`^-~^~~^'~^^^^''^-~~-'~—^^'^~^^~'~. ..26 30' Releases ^^'^~^^~~'^^'-'^^'`~'~~'^^~^~~^^`~~^^^^^^^^~^`~'^^^............,........2G 39' Consent '''^^''^'~~^^``^''^^'^''~^^`^`'`~'~'^`~^^^^^`'`^^^^^^^'~'^~~^—...~.........27 v 4972 A, MOV DEVELOPMENT AGREEMENT This Development Agreement is made and entered into by and between the CITY OF EL ("City"),� g w , y .p o )I-ation,aataal I�AY 1 I II:ON COMPANY ll�)uvapr a ) Delaware corporation,atlasaof municipal Igo. day of t ' .± t�,-° t ..... 2016. City and Developer are also individually ref"erred 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. Defi litiotis. Unless the contrary is stated or clearly appears from the context,the following definitions govern the construction of the words and phrases used in this Agreement. Words and phrases not defined in this Section will have the meaning set forth in this Agreement; the El Segundo Municipal Code; or in common usage. "Agreement"means this Development Agreement between the City and Developer. "Applicable Rules"means: The El Segundo General Plan, as it existed on the Application Date, as modified by the Project Approvals; The El Segundo Municipal Code, as it existed on the Effective Date, as modified by the Project Approvals; The El Segundo South Campus Specific Plan as adopted; 0 Such other laws, ordintataces, rules, regulations, and official ps,tries governing peraalitted uses of tine ('aniptas, 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 ate" 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" ,"which is incorporated by reference. t " 4972 �� A "CE A" means the California Environmental Quality Act (Public Resources Code § 21000, el 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. "ESC"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 Develooment" 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 Environinental Impact Report No. EA-905, as certified by Resolution No. 4958; 0 Mitigation Monitoring Program for Final Environmental Impact Report No. EA- 905, as adopted by Resolution No. 4958; 0 General Plan Amendment No. 11-01, as approved by Resolution No. 4958 including a change in the Land Use Map; 2 0 El Segundo South Campus Specific Plan No. 11-01, as adopted by Ordinance No. 1516; 0 Zone Change No. 11-02, as approved by Ordinance No. 1516, including a change in the Zoning Map-, 0 Zone Text Amendment No. 11-01, as approved by Ordinance No. 1516; 0 Vesting Map No. 71551, as approved by Resolution No. 4958; and 0 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. &citals. 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 § 65965, et seq., City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property. 2.2 Developer is the owner of the Campus. 2.3 Developer desires to develop the Campus in accordance with the El Segundo South Campus Specific Plan. 2.4 By this Agreement, City desires to obtain the binding agreement of Developer to develop the Campus in accordance with the Project Approvals and Applicable Rules. In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement. 3 4972 ' "1 2.5 By this Agreenwril, I)eveloper desires to obtain th(,., bitiding agreetiient ol'Oty to perni,it (fie du�'eloprticrlt ofthe Campus in accordance with the f1rojeot Approvals wid Applicable Rtiles. in consideration thereof, I)eveloper 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. 11fiidin 'tilffect. 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 COnStrLiCtive Notiee,and Acccn!ance. 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 Rii-dits (o ]'ranster. 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 Trallsferee r.,tt any trine during the Terni of (his Agreement without approval of City, including through: provisiori of a loi,ig-terra ground lease. For purposes of this Agreement, the Transferee mist be considered the"owner" of that portion of the Campus which is covered by such transfer. 3.3 Liabilities L)"pj)nTransfierr. 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 for of attached Exhibit"C," which is incorporated by reference. Upon any transfer of any portion of the Campus and the express assumption of Developer's obligations under this Agreement by such Transferee, City agrees to look solely to Transferee for compliance by such Transferee with the provisions of this Agreement as such provisions relate to the portion of the Campus acquired by such Transferee. 4 I'lly MY;,- 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 parcels)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�estanwionof lights. 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. I)evelonnient oftlle--C.qkPpqi. The following provisions, in addition to Applicable Rules, govern the development and use of the Campus. However, nothing affects any Existing Development on the Campus which is allowed to continue in its current location and under its current development standards. 4.1 Entitlement,to Develop. The Developer is granted the vested right to develop the Project on the Campus subject to the Applicable Rules, the Project Approvals and any Future Approvals. 4.2 Permitted Uses, Dellisily, I 16411t and Dcdica(ion ol:'Land For Public Pui-pl,l� . 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 I)evelooment Standards. The Development Standards applicable to the Campus are set forth in the Project Approvals and Applicable Rules. 4.4 1.13gilding 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 SubSCOUCIII Rides. Subsequent Rules cannot be applied by City to any part of the Campus unless Developer gives City written notice of its election to have such Subsequent Rule applied to the Campus, in which case such Subsequent Rule is deemed to be an Applicable Rule. 4.6 Fees. Exactions,.MLitigation Measures. (..oii(iii,it)tisLlt"ervtttioiiis 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 5 2 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 Jjse 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 re mediation and other utilities and facilities so long as they do not unreasonably interfere with pedestrian and/or vehicular use. 4.8 Tisniaj,, of DevclolLnja�nt. In Pardee Construction, Co, V, ("ItY 01'Can)"Irillo Qlardec), 37 Cal.3 d 465 (1484), 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 withiii the exercise of its subjective business judgment, subJect to the l"erm, 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 forte Project in accordance with the Project Milestones and Thresholds that are listed in Exhibit D, attached hereto and incorporated herein by reference. 6 ,I W 4972 . t, 4,9 MoratoriUrn. 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 Infrastructil'rt' 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 lnfi•astrticlurc 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 Infrastr'tteture Comp-l—etion.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 PrevailijiL, Mw es.In the event any infrastructure improvements are paid for ,L- 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 9 7 2 ] TO 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 Telln-ofMall u for i o er (.S.Jjind Other Proiect Amirovals. P Pursuant to California a nm ent Govern 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 Satisfacti o- 'n-of Mitioqtion Mutsures and Conditions. In the event that any of the co mitigation measures or ndi0ons 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. 0 5. )eye U-1 -1 u mtn��Vts 5.1 (leneral. 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 Mainteriance—Oblig Litions. 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. 53.1 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 oft gible personal property made in connection with the finishing of and/or installation of materials,or fixtures for the Project,when such purchases were made without 8 9 7 2 sales or use tax due. Developer must indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, Developer must also obtain a permit or a sub- permit from the State Board of Equalization indicating the City as the registered job site location, in accordance with Revenue and Taxation Code § 7051.3 or State Board of Equalization Compliance Policy and Procedure Manual (Section 295,060). 5.3.2 Developer further agrees that if Developer retains contractors or subcontractors to perform a portion of work in the Project, and said contracts or subcontracts are valued at ten million dollars ($10,000,000) or more, said contracts or subcontracts must contain the provisions set forth in Section 5.3.1 above. 5.3.3 The Director of Finance of the City is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 5.3 upon proof to the reasonable satisfaction of the Director of Finance that Developer and/or its contractors or subcontractors have made good faith efforts to obtain said permit or sub-permits, but were denied the same by the State Board of Equalization. 5.4 All new development must have buildings designed to be energy efficient, at least fifteen percent (15%) above the requirements set forth in California Code of Regulations Title 24 in effect at the time that building plans are submitted. 6. City At,,rccrnctits. 6.1 I-,x'1,1cL(Liietf llroccs,wj Uw. 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. h aii(LAssistance, To the extent permitted by law, City must reasonably cooperate witDeveloper 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-goverruriental entities from withholding any necessary approvals and any such contrary actions on the part of the City must be considered a breach of this Agreement by City. 9 Ag 7 2 6.3 11roccs__11g l.. 1.oik)2ijio,a, 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 Reirnbursernent City, L(T(!L ,its on Behalf'of Develoner. To the extent that C' t)�s ffo 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 Ci 179`rorts to Def6id and/or 17,nforce Multi era A _L i gi Except as L(q riq.� (st, 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. "I"raRic Inul noverilents. 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 11 of Vesting Map No. 71551 is recorded or a certificate of occupancy being issued for any new development which would cause the Phase I 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. 10 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 —Go—litillental Boulevard I'Liblic 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. 715 5 1)before Phase 11 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. 715 5 1) 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 Et Segundo Boulevard is made accessible to the public. 7.3 El SCM11)(10 7.3.1 Developer must complete the El Segundo Boulevard roadway improvements consistent with the General Plan Major Arterial classification and as shown on Vesting Map No. 71551, based on the following phasing criteria: 11 4972 73.1.1 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 I 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. 73.2.3. 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 undo Boulevard Bicycle Path. 7.4.1 Developer must construct a Class I bicycle path on El Segundo Boulevard during the same period in which the El Segundo Boulevard Improvements discussed in Section 7.3 above are installed, subject to the following: 12 7 2 7.4.1.1 For lots with frontage on that portion of El Segundo Boulevard located cast 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 4"'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 1:xtensiog BIC Cie Lalic. 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 11 bicycle lane in each direction of the Nash Street extension. 7.5.2 The Class 11 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 11 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 rnust pay, $75,000 towards the construction of bicycle parking facilities at or adjacent to the Metro Girceii Line f-'A Segundo Station. The $75,000 payment IIILISI be made before City issues a certificate of occupancy for any building included in Phase 11. Developer is entitled to receive in lieu credit against City's traffic impact fees for this payment, 13 7.6.2 Developer must allow a pedestrian easernent 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 Cirelc CI onnection, 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 fora 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 "Ira lfic Fee In I,ictl ('redits. Except as otherwise specified herein, Developer will be entitled to in lieu credits against the City's traffic impact fees for all required traffic mitigation measures within the City of El Segundo's jurisdiction that are constructed or paid by Developer. Developer is not entitled to any in lieu credits for mitigation measures outside of the City's jurisdiction. 8, Utilities 8.1 City must maintain all City-owned public utilities located in public or private streets within the Campus. Any utilities located on private property must be the responsibility of Developer, or its successor in interest. 8.2 City is contemplating a capacity upgrade in the El Segundo sewer line. 8.2.1 Up to 2,142,457 gross square feet of development,the total amount of new development allowed by the Specific Plan, must be able to access sewer service in the El Segundo Boulevard sewer trunk line after completion of the sewer line upgrade provided that Developer contributes twenty-five percent (25%) up to a maximum amount of $375,000.00 toward completion of the sewer upgrade. 8.2.2 Developer must make its contribution at the time the City awards the sewer improvement project, but no later than December 31, 2018, for Developer to obtain access to the El Segundo Boulevard sewer trunk line. 8.2.3 Upon payment, City must reserve a portion of the available capacity in the existing fifteen inch (15") line up to a net increase of 30,212 gallons per day for Developer and Developer is entitled to connect to the existing line through a temporary sewer connection. Developer is entitled to make a permanent connection to the upgraded line once the sewer capacity upgrade project is completed, 9. Recreational Access. 14 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 for approved by the City Attorney,for future potential park purposes if located on any oft e lots (Parcels 1,2, 3,4, 7, 8, 13 or 14 of Vesting Map No. 715 5 1) and outside the Raytheon security fenced perimeter. 10. 1�yiLij�pts after Ap _a!:gyal. 10.1 Six Alin,Llal Pavinents. 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 31", 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 11avnient iri Yci'i'r 10�'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 Iluddii , Permit ],'cc, Before building permits are issued for any new development . ..........._—Ig (not existing at time of project approval) in the project area, the Developer must pay a $0.50 per gross square-foot fee. All revenue from this fee will be deposited to the City's General Fund and may be used for any general purpose identified by the City Council in its sole discretion. 11. Uniform Codes and Slan(lad(_'pccifcations 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. 15 ", 91�, a 4972 11 112 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 § 65969.5, 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. Deniomiration OrGood 1�'aith Cornplialice, 12.1 R igAv (,Lf Coi-L CIV 1ILH11—ilcq. In accordance with Government Code § 65865,1, this Section l2 and the Applicable Rules, once each year,onorbefore 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 6 Faith C )iIIJIL sap uring 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. 123 C Rm ort - hillormation to be Provided to Develop r. At least fourteen(14) days City before the annual anniversary of the Effective 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 Developer's retort. No later than the annual anniversary of the Effective Date, Developer must submit I t a written status report to the Director addressing the good faith compliance 16 4972 _1 issue and any issues raised by the City Report provided to Developer in accordance with Section 12.3 above. 12.5 Nolicc Of Non-(,',Ornplj�y s 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 11 tiblic Notice of" I"inding.. 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 Agree rnen t.does no ( 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, ExCWLible )�L]Lays. 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 reniediation of hazardous materials, The Term of ffiis Agreement, including any extensions, will automatically be extended by any period of Excusable Delay. 14. Dellault Provision—s'. 14.1 Defitult. 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) (lays 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 17 i . 44 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 Rem'edies for Breach, The Parties agree that the remedies for breach of this Agreement are limited to the remedies expressly set forth in this subsection. The remedies for breach of this Agreement by City or Developer are limited to injunctive relief and/or specific performance. 14.4 Resolution ol' DIS12ttles, 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 (30) 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 ("A DR") procedure in lieu of mediation. Any dispute that cannot be resolved between the parties through negotiation or mediation within two months after the date oft e initial demand for non- binding mediation may the be submitted to a court of competent jurisdiction in the County of Los Angeles, California. 14.5 Attorneys Fees and Costs, Each party to this Agreement agrees to waive any entitlement of attorneys' fees and costs incurred with respect to any dispute arising from this Agreement. The parties will each bear their own attorneys' fees and costs in the event of any dispute. 15. Mort"I lee 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 19 9 7 2 2 ..J 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 rion-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 M dered,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 R st 1'(,,)r Notice to_Mor1g2, i i U(U—C, 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 Morwaeces 'fiiue to CLII-e 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. 15A CUre Riahts. 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 Bgnkru 2tcy. 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 forte period of the prohibition, except that any such extension cannot extend the Term oft is Agreement. 19 4972 `1'111'11!11 A 15.6 1)i.-T4 —ition. If this Agreement is terminated as to any portion of the Campus by -- iffinlyc 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. J' Istoppel (',crjifieate 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. IT Adniinistratioi] of'A green ient. 173 A 'eter"','inationS, 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 Oil Ig _l LeqgratLdg. 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 4 9 7 2 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 Certifi,e,til(,.�,(W 11cribrinance. Upon the completion of the Project, or the completion .. ..... .... .....—1-9-0— 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. Atimidinent or Terniiiiation by Mutual Consent. Except as otherwise set forth herein, this Agreement may only be amended or terminated,in whole or in part, by mutual consent of City and Developer, and upon compliance with the provisions of Government Code §§ 65867 and 65867.5. 19, Indemnification/Defense. 19.1 Indemnification. Developer agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from the City's approval of Project, this Agreement, Developer's performance of this Agreement, and all procedures with approving this Agreement (collectively, "Discretionary Approvals"), except to the extent such is a result of the City's sole negligence or intentional misconduct. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Discretionary Approvals, Developer agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise, except to the extent such action is a result of the City's sole negligence or intentional misconduct. For purposes of this Section"the City" includes the City of El Segundo's elected officials, appointed officials,officers,and employees. 192 1) 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. 20m Coomn-titiall.Ill 1. tl!�ILILCUAI-C—h"flI 20.1 "I'lih-cl Pariv Cligilen 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 Tliird Partv Challetwes Related k) (lie !�\A)pljc a e Th provisions of this Section will—ap,p—Iy only in the event of a legal or equitable action or other proceeding, before a court of competent jurisdiction, instituted by any person or entity not a party to the Agreement challenging the applicability to the Project or Project Site of a conflicting City Law(a"Third Party Enforcement Action"): 20.2.1 In the event of a Third Party Enforcement Action, City must(i)promptly notify Developer of such action or proceeding, and (ii) stipulate to Developer's intervention as a party to such action or proceeding unless Developer has already been named as a respondent or real party in interest to such action or proceeding. In no event will City take any action that would frustrate, hinder, or otherwise complicate Developer's efforts to intervene,join or otherwise participate as a party to any Third Party Enforcement Action. As requested by Developer, City must use its best efforts to ensure that Developer is permitted to intervene,join or otherwise participate as a party to any Third Party Enforcement Action, If,for any reason,Developer is not permitted to intervene, join or otherwise participate as a party to any Third Party Enforcement Action, the parties to this Agreement agree to cooperate, to the maximum extent permitted by law, in the defense of such action or proceeding, For purposes of this Section, the required cooperation between the parties includes, without limitation, developing litigation strategies, preparing litigation briefs and other related documents,conferring on all aspects of the litigation,developing settlement strategies, and, to the extent permitted by law,jointly making significant decisions related to the relevant litigation, throughout the course thereof. 20.2.2 City's costs of defending any Third Party Enforcement Action, including all court costs, and reasonable attorney's fees expended by City (including the time and cost of the City Attorney) in defense of any Third Party Enforcement Action, as well as the time of City's staff spent in connection with such defense(the"Enforcement Action Defense Costs),will be paid in accordance with this Agreement, Notwithstanding the forgoing, in no event will the Enforcement Action Defense Costs extend to, nor will Developer or the Project be obligated to pay, any costs incurred on appeal unless otherwise authorized by Developer in writing; 20.2.3 City must not enter into a settlement agreement or take any other action to resolve any Third Party Enforcement Action without Developer's written consent, City cannot, without Developer's written consent, take any action that would frustrate, hinder or otherwise prevent Developer's efforts to settle or otherwise resolve any Third Party Enforcement Action. 20.2.4 Provided that City complies with this Section and provided that Developer is a party to the relevant Third Party Enforcement Action, Developer agrees to be bound by any final judgment (i.e., following all available appeals) arising out of a Third Party Enforcement Action and her agrees that no default under this Agreement will arise if such final judgment 22 requires City to apply to the Project or Project Site a City Law that conflicts with Applicable Rules or this Agreement. 21. Tim e" ' of Essence, Time is of the essence for each provision of this Agreement of which time is an element, 21 Fflodive Daic. 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: gearpenter@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 5242340 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 M1 E-Mail: iiihenslcy@hcrisleylEtwgroup.com If to Developer: Raytheon Company 2000 f Segundo Boulevard Mail Station S1.5 El Segundo, California 90245 Attention: Director of Facilities and Real Estate Phone: 310/647-8880 Fax: 310/647-9348 EMai[: scott pozza@,raytheon.corn 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 l;-Mail: aadarns'l(a) 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:j erry...acel I ucci @ raytheon.coin Any notice given by mail is deemed to have been given as of the date of delivery(whether accepted or refused) established by United States Post Office, return receipt,or the overnight carrier's proof of delivery, as the case may be, Notices given in any other manner are effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m,, local time of the recipient, of any business day with delivery made after such hours deemed received the following business day. A party's address may be changed by written notice to the other party effective upon actual receipt of such no-lice. 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. Flilire Ai-oreement. 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 waiver of the same provision. No waiver is binding, unless it is executed in writing by a duly authorized representative of the Party against whorn enforcement of the waiver is sought. 26. Ambigqities or Incertaintics. The parties hereto have mutually negotiated the tennis and conditions orthis Development Agreement and this has resulted in a product ol'thejoint drafting; efforts of both parties. Neither party is solely or independently responsible for the preparation or form of this Agreement. Therefore,any ambiguities or uncertacnties are not to be construed against or in favor of either party. 27. ;Lul!gjLsqw ion of Subset LIC111 Laws of"' Action. The provisions of this Agreement —11-1- — 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 competeri(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 taw, or issuance of such decision, the parties rmist meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or st.ispension would have on the purposes and intent orthis Agreement. 28. Severahih(!Y. If any provision oaf 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'1)of the Parties. teach Party ackn g owledes that, in entering into and performing Linder 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 severalty. 30. No Third Party jj.Lne[ ��iarics. This Agreement is made and entered into for the sote benefit of the Parties and their successors in interest. No other, person or party niust have any right of action based upon any provision of this Agreement. 31. Recordation ofAvrecnwrit and Amendments. This Agreement and any amendment thereof tnust be recorded with the County Recorder of the C Unty of Los Angeles by the City Clerk or City.. 32. and Dew,641 1. City and Developer will execute and deliver to the other all such other and further instruments and documents as inay 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. RUICS 01TWIStRICtiOn. 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 49 7 2 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 COI]CrOL 34. 0overning 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 frown., this Agreement must be filed in the appropriate court having.jurisdiction in the County of Los Angeles. 35. Cou e be executed in multiple counterparts, each or which "'his Agreement may must be deemed an originat., but all ofwhich constitute one and the same instrument. 36. Weekend/I lolidav Dates. Whenever any determination is to be rnade 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 iramediately 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 fbr 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 thc 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 puiT)oses C011terriplated herein or otherwise provided in such conveyance, and the City will riot take or pert-nit to be taken(if within the power or authority of the City) any action or activity with respect to such portion of the Carnpus that woutd deprive the Developer of the materiat benefits of this Agreenient, or would in any manner interfere with the development of the Project as contemplated by this Agreement. 38. Jcases. City agrees that upon written request of Developer and payment of all fees and performance of' the requirernents 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 forrn 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 fi , YTt714 I^ttr i0tesMayor. _ ._ ATTEST: C ty C er1 APPROVED AS TO FORM: MARK D, 11l°NS1.F'Y, City Attorney Karl H. Berger, A.° i�ta'lit City Attorney DEVELOPER: RAYTHEON CO N1 E''°A'ry �/o ., *L J. r Moor 27 A 9 EX1191BUTA CAMPUS DESURIPTIM THAT Il()RTION OF SFCTION M TOWI',61111P 3 SOUTH. RANGF. Pi WF,ST, IN THE' PA1,40110 SAU SAL RUMMIX" nq TIM CITY OP 11. SECUMDO , COUIINY STATF, 01' (-W.lF0R1`,4IA, AS Sll(--)WN0tVH1H MAP FWED IN CASE NO. 1162%SLWFRM COURT OF SAD), COUNTY 0114 JUNE 2 , M0, OF THE cut9wry CLIMAL OF SAID (:2O1fl\8,.r%`, A COVY OF SAID MAIP APPL,':ARJING fl\1 THE FILES OF COU�14T'v' S ➢RVI'A'(M. OF SAJD C'.01 WIA' AS CLFRWS IWAl MAP 110. 2 H8, B(-)kJl',jDED .A,S FOLL,OWS: BOUNDE1.) ON THE NoR'IF'H IRY TllFN0RTlI EINFI OF SAID SEC'VION p8; BOUNDED ON THE' FAS'T BY ],'HE WFSTFRLY LINE AND THE NORTHERLY PROLONGATION THERF.,017 OF TRACT FRI 26556, AS SHOWN ON MAP R.M)RD➢M IN BOOK 675 PAGFS 93 TO 94 (M IWAPS, 114 THE OFFICE OF THE COMM PNlF.CoRF+jZ OF SAID COUNTY; BOUNDI,,F) (,,,➢N TFIR SMITE= ny TIIE NORTHWESTERLY 1ANE OF THE, 80 FOOT STRIP OFI,AND DFSlcRIRFT) IN THE DEED TO PACIFIC ELF(WRICT RAILWAA," CO., RECORDED MAV 27, M.3 A.S INSTRUMENT No , 2 110 IN BOOK 5750 PAOF, 43 OF LIFEDS, RECORDS OF SAM COUNTY AND BOIJNDED ONTHESOUTI MkST BYTI IF NORTIMA.STERLY LMEOF—MFLAND DF.,SCRIBED .AS PARCEL 2 IN '11I.F., DEFL) TO SOUTHERN CALIFORNIA EDISON CONIVAM, RECORDED NEARCH 6, 1930 AS 1049TRUMPATI' No . 535 IN BOOK 98,10 PAGF, 31, OFFICIAL RFVORDS OF SAMFOUNTY, EXCEPT T"FRIAMOK All, (M., GAS AND (MIM HYDROC"ARBONS, Gil,,'OTIIERNIIAJ, RESOURCE SAS DEMNEDIN SECTKAN 6NBoFTIIE (-.'AlJFORNLlk PL�BH,l(' KFSoIIR(-'F,SCo1)11^'. /kND .AlA, OTIIH':R MINFRAIS, WHFT"FR SINIVAR W '11'11-10811 11FRFIN SPECII'lIFI) 011Z N(YE, WHIM (M MAI MAY BE PRODUCIM FROM TIH? PROPERTY RFLOW A DEPTH OF FIVE, WNDRED (5 00) FEET, AS RESERVED BY DEED EXECUTED BY CHFVRON U,,S,A, IN(-.,, A C(-)RP0lRATi(.)N, RIVOR ➢IM ON NOVEll"13F,11 2S, 197S As rNm'RUMENT NO. '78 H317577, WHICII ALSO RFCH+',S, "PROVIDED, RIGIFFS AIND MTERF.STINT11F SURFAMOFTHE PROPERTY AND"THF. LAND MASS OFTIMPROPERI'YTOA DETTI-I OF FIVE FILTNDRED (500) FEMWE, IIERL:FSN!' CONVI,',N'F,.H) 'I'C) GRANTEE, NO R.1161FFOR INTEREST 01" ANY KTIM THIERIIN, EXPRESS OR IMPI-JUD, BUM EXCEPTIM OR RESERVED 1WRANTOR EXCEpr AS IFFREFNAFTER F',XPlRFSSLY SFTFORTW' ASSESSOR'S PAIRCEL.,NOs, 4138 411114-047 AND 4138 014-013 A-I EXHIBur B l�-'XIS'[']N(--'r .l..)EVELOI'.[\/t.1l..,"Nl' Building Use Net Squam Footage I.....q Office, Vab/R&D, Warehouse 1.,055,4 79 --.......................... F....2 Office, L6b/R&[), Warehouse S-3 Office, Lab/R&D., Warehouse 35,137 0 f'fice, Lab/R&D, Warehm s e 642,871. E-5 Office, L,ab/R&D, Warehouse 24! -6-—5 V,-6 Office 2,261. . ..... .. ................. Office, Lah/R&D, Warc---hoUsC--- 54,924. ....................... ___---- F-20 Storage 7,076 F' 21 Office, Warehouse �.I�500 1.-" 23 Restroonis 2,330 ............... .1�'-24 Recreation 1,530 Rain Shelter iS."h" e I t-e i I oo 1,874,591 ........... B-1 EXHIBIT C Recording Requested Byafld When Recorded Mai I To: Raytheon Corripany [address and attention] ASSIGNMENTAND ASSUMPTION AGRE11IMEN'll' This ASSIGINMENTAND ASSUMPTION AGfdp EMENT("Agreernent") is r-nade and entered into by and betweca Raytheon Conipany, ("Assignor"),., and an ("Assignee"), RECITALS A. The City of'El Segundo ("City") and Assignor entered into that certain Development Agreetuen(dated 2016 (the "Development Agree ru ent"), with respect to the real property located in ihe City of'Ul Segundo, State oH ali6ornia more particularly described in kxhibit "A" attached hercu,) (the 'Tro ect Site"), and B. Assignor has obtained from the City certain developrn(.-.ni approva.]s and permits with respect to the development of the Project Site, including WitlIOUt timitation, approval of for the ProJeUS4e (collectively, the "Project Approvals"), C� Assignor intends to sell, and Assignee intends to pUrchase that portion, ofthe Project Site ni.ore partiCUtarly described in Exhibit "B" attached hereto (the "Transterred Property"), D. In connection with such purchase and sate, Assignor desires to transfer aH of the Assignor's right, fifle, and interest in and to the DeMopment Agreement and the Project Approvals with respect to the Transferred Property. Assignee desires to accept such assignment frorn Assignor and assume the obligations otASSignor under the Development Agreement and the project Approvals with respect, to the 'fransferred Property. `nIEREVORE., the parties agree as follows° 1. As ' ioq. Assignor hereby assigns and transfers to Assignee all of Assignor"s Lx-s-sig—IIR- righa, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee hereby accepts such assigiament frorn Assignor. 2. Assuniotion. Assignee expressly assumes and agrees to keep, perr.orm, 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 afl.ocated to the Transferred Parcel as set forth on Exhibit "C" attached hereto. C-I 9 7 2 3. Effective Date. The execution by City of the attached receipt for thk Agreement must The considered as conclusive proof of delivery. of this.Agreement and of the assigrun,ent and assumption co ntaaine Ihaerei n. This Agreement must be effective upon its recordation in the Official Records anfLms Angeles County, California, provided that Assignee bas closed the purchase and sale transaction.and acquired legal title to the Transferred Property,. 4� tmailider ol'Pri Any and all rights or obfigations pertaining to such portion of the Project Site other than the Transferred Property are expressly exciuded frorn the assignment and assumption provided in Sections I and 2 above, rN WIT NE SS WI IEREOF,the parties hereto have executed this Agreement as of the dates set forth r1ext to their signatures below. "ASSIGNOR" RAYTHEON COMPANY Date: By: Its: By. .......... lts; "ASSIGNEE" an lts� ............. . ....... C-2 RECEIPT BY CITY T'he attached ASSIGNMIR WAND ASSUMPTION A.CbRFFMENT is received by the (ILY of I"I Segundo on this—day of By: Director of Maruihig and Building Safety STAIT OF CALIFORNIA SS: COUNTY OF -y OfI a Notw Public, personally appeared who proved to ni c ori the basis of satisfactory ovidence to be the person whose narzie is SUbsc6bed to the wifliin hisfi-Liment and acknoMedged to me that he/she execLacd ffie same hi his/her aUthorized capacity, arid that by his/her sigriatUre. 011 (he inStllll-nefft the person., M thC ClIfity Uf')011 behalf of which the perm)�.I acted, cxccaAcd this 41SI.TMIMIL I certify wider pmalty of pej ury wider the laws ref f the State of Cdifortfia that the 11bregoing p--)aragntph is true and corii-ect, WITNESS my harid and offIcial scaL sigilature STATE 0FC'ALJF(-.)RNIA SS: CO OF On 20__, before.me, a Notary Public,personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, cart e 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 seat. Signature ... ............. (Seal) C 4 III 4 !1"1 11 41 EXHIBIT D PROJECT MILESTONES AND THRESHOL,DS Pro Threshold or Milestone te(tuired Action j cl 1 6 annual payments. First First annual payment is due Total payment of$4,000,000 payment of$500,000 and five on March 31, 2016. The over six years payable in six subsequent payments of final payment is due on annual payments, $700,000 each, All payments March 31, 202L to the City's General Fund. Payment of$5,000,000 to the If the Nash Street Roadway. '11'otal payment ol0$5,000,000 City's General F-und 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 riot 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 th5 pyqj!��t sit Intersection Improvements.- Before Certificate of Proof of Payment of all Mitigation.Measures TRA-I Occupancy is issued for any applicable fair share through TRA-9 building in ESSCP Phase 11 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'frip cap and Director of Public Works. of 225 taps ............... Nash Street roadway Before Certificate of Completion of street and all Extension, including Class 11 Occupancy is issued for any associated public bicycte lane building in ESSCP Phase It improvements. (buildings in project area adding trips in excess of Dedication of the Nash Street Phase I Peak Period Trip cap I mprovernents to the City. of 225 trips) -I 4 9 Continental Boulevard Before any building located Developer must provide a Extension along Continental Boulevard dedication or public access is sold, ]eased, or used by easernen t 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 (late of the City Dedicate Council ordinance the ESSCSP., mm Parcels 20 and 22 Within, 30 clays orthe 20--year irrevocable offer to effective date of the City dedicate Council ordinance approving; the ESSCSP. ------------- EI Segundo Boulevard Belore a certificate of Rvcluurecl roadway Improvements, including Occupancy is issued for any improvements must be Class I bicycle path building on Parcel 15 or 16 completed on the F"I Segundo of Vesting Map No. 7 t 551, Boulevard frontage of Parcels 15 and 16 El Segundo Boulevard Before a certificate of Required roadway Improvements, including Occupancy is issued for any : iinprovements must be Class I bicycle path building on Parcel 14 of completed on the El Segundo Vesting Map No. 715 51. Boulevard frontage of Parcel 14 .............. ............ Et Segundo Boulevard Be rore a certificate of required roadway Improvements, itlClUdirig occupancy is issued for any improvements inust be Class f bicycle path building on Parcels 1, 2, 3 or compteted on the El Segundo 4 of Vesting Map No. Boulevard frontage for all "715510 parcels within the Specific, Plan area with E! Segundo Boulevard frontaE, - --............ .........................— ............... ----------- Green Line Station Bicycle Before Certificate of I Confirmation that the $75,000 Parking Facilities contribution Occupancy is issued for any 1 contribution has been building in ESSCP Phase 11 ' 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 pin trips or 3775 daily ri ................. D-2 4 9 7 2 Green Line Station Pedestrian Before Certificate of Corriplete construction ofa Fasernent Occulmney is issued for any pav(.-d walkway at least five building on Parcel 13 or 14 feet in width and,compliant of Vcsfin� ap No, 7155 1., w0jj',N,)A requirements. T o obtain access to the El Developer inust make its Contribute 25% of the cost of Segundo Boutevard City cont.ribution at the time the the El Segundo sevver trunk sevver trunk tine for new City awards the sewer tive up gra.de up to a development in the ESSCSP improvernent project, but no maximum of`$375,000. area. later than December 31, 2018. .............. --- Non-Raytheon employee If 28.44. acres of the Specific; I Access must be provided to acccss to 7.54. acre Plan area is sold to user that the recreational area for all Recreational Area. is not Raytheon or a persons employed w4l-dn the Raytheon affiliated Specific Plan area. Access company,, inust be formalized through agreements between Raytheon and owners of land within the Specific Plan. area. ........................ Tninsfer of 7.54 rcercational If thel 7,,54 acre recreational Raytheon Company must area to the, City for use as a area is located outside of tile record a 20 year offer of pubHc park. Raytheon facility's secured dedication for future potential perimeter (south or cast of parl.<.purposes ifthe recreation the Nash Street Extension or area.is located on Parcels 1,2., Wegt of Continental .3, 4, 7, 8, 13, or 14. of Vesting Boulevard), May)No. 715 5 1., or other parcels as indicated in the raced of App.r9yat. .......... D-3 EXHIBIT E FEE/IN-LIEU CREDITS Project to Credit Construction Cost of the Nash Street Traffic Impact Mitigation Fee credit for Extension and Associated Improvements the actual cost of construction. Appropriate documentation verifying costs must be Provided and accepted by the City. El Segundo Boulevard Improvements, Traffic Impact Mitigation Fee credit for including Class I bicycle at the actual cost of construction. Appropriate documentation verifying costs must be provided and accepted by the City. ............ Intersection Improvements wit hin the City Traffic Impact Mitigation Fee credit for of El Segundo the required fair share fee paid tote City o egundo Environmental Impact Report Mitigation f El S . Measures TRA-1 to TRA-5 Bicycle Parking Facilities forte Metro 75,000 payment may be credited against Green Line El Segundo Station Traffic Impact Mitigation Fee. ®4 CITY COUNCIL RESOLUTION NO. 4958 EXHIBIT A CITY COUNCIL ORDINANCE NO. 1516 EXHIBIT D CONDITIONS OF APPROVAL In addition to all applicable provisions of the El Segundo Municipal Code ("ESMC"), the Raytheon Company, agrees to comply with the following provisions as conditions for the City of El Segundo's approval of Environmental Impact Report for Environmental Assessment No. EA-905, General Plan Amendment and General Plan Map Amendment No. GPA 11-01, Specific Plan No. SP 11-01, Zone Change and Zoning Map Amendment No. ZC 11-01, Zone Text Amendment No. ZTA 11-01, Development Agreement No. DA 11-02, and Subdivision No. SUB 11-02 for Vesting Tentative Map (VTM) No. 71551 ("Project Conditions"). Planning and Building Safety artment 1. Before building permits are issued, the applicant must obtain all the necessary approvals, licenses and permits and pay all the appropriate fees as required by the City. 2, The applicant must comply with all mitigation measures identified in the Final Environmental Impact Report prepared for the Project. A Mitigation Monitoring and Reporting Program (MMRP) was prepared as part of the environmental review for the project and is attached as Exhibit "F" to this Resolution. The mitigation measures of the MMRP are incorporated into these conditions of approval by reference. All mitigation measures and conditions of approval must be listed on the plans submitted for plan check and the plans for which a building permit is issued. 1 Before the City issues building permits located on sites within the ESSCSP, the applicant must submit site specific landscape and irrigation plans to the Planning and Building Safety Department and the Parks and Recreation Department for review and approval to demonstrate compliance with the City's Water Conservation regulations and Guidelines for Water Conservation in Landscaping (ESMC §§10-2-1, et seq.). The landscaping and irrigation must be completely installed before the City issues a final Certificate of Occupancy. 4. The applicant must build the Nash Street roadway extension and associated public improvements in accordance with Section 7.1 of the Development Agreement. The design and construction of the Nash Street roadway extension is subject to review and approval by -1- the Director of Public Works and Director of Planning and Building Safety. 5. The applicant must cooperate with the City in creation of a landscaping and lighting assessment district for the Nash Street Extension in accordance with Section 7.1.6 of the Development Agreement. 6. The applicant must build the Continental Boulevard Roadway Extension in accordance with the El Segundo South Campus Specific Plan and Section 7.2 of the Development Agreement. 7. The applicant must cooperate with the City in creation of a landscaping and lighting assessment district for the Continental Boulevard Extension in accordance with Section 7.2.5 of the Development Agreement if a dedication of the Continental Boulevard roadway extension and associated improvements is accepted by the City. 8. The applicant must record a 20-year irrevocable offer of dedication of Parcel 26 of Tentative Vesting Map No. 71551 in accordance with the El Segundo South Campus Specific Plan and Section 7.2.6 of the Development Agreement. Before recordation, the irrevocable offer to dedicate must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 9. The applicant must complete the El Segundo Boulevard roadway and associated right-of-way improvements in accordance with Section 7.3 of the Development Agreement. The design and construction of the El Segundo roadway and associated improvements is subject to review and approval by the Director of Public Works and Director of Planning and Building Safety. 10. The applicant must construct a Class I bicycle path on El Segundo Boulevard in accordance with the El Segundo South Campus Specific Plan and Section 7.4 of the Development Agreement. 11, The applicant must construct Class II bicycle lanes in the Nash Street Extension in accordance with the El Segundo South Campus Specific Plan and Section 7.5 of the Development Agreement. 12. The applicant must pay $75,000 towards the construction of bicycle parking facilities at or adjacent to the Metro Green Line El Segundo Station in accordance with Section 7.6.1 of the Development Agreement. -2- 13. The applicant must allow a pedestrian easement across one or a combination of Parcels 13, 14 and/or 24 of Vesting Map No. 71551 to allow direct pedestrian access to the Metro Green Line Light Rail Station in accordance with the El Segundo South Campus Specific Plan and Section 7.6.1 of the Development Agreement. Before recordation, the pedestrian easement must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 14. The applicant must record a 20-year irrevocable offer of dedication of Parcels 20 and 22 of Vesting Map No. 71551 in accordance with the El Segundo South Campus Specific Plan and Section 7.7 of the Development Agreement. Before recordation, the irrevocable offer to dedicate must be reviewed and approved by the Director of Planning and Building Safety, the Director of Public Works and the City Attorney. 15. To obtain access to sewer service in El Segundo Boulevard a 25% payment by the applicant towards the cost of a sewer line capacity upgrade, up to $375,000, in accordance with Section 8.2 of the Development Agreement is required not later than December 31, 2018. 16. If the applicant sells more that 20% of the ESSCSP campus area (28.44 acres) to a user other than Raytheon or a Raytheon affiliate, then all employees within the ESSCSP area must be provided access to the 7.54 acre Open Space and Recreational area in accordance with Section 9 of the Development Agreement. 17. The applicant must record a 20-year irrevocable offer of dedication of the 7.54 acre recreation/open space area to the City of El Segundo, in a form approved by the City Attorney, for future potential park purposes in accordance with the Development Agreement if located on any of the lots (Parcels 1, 2, 3, 4, 7, 8, 13 or 14 of Vesting Map No. 71551) outside the Raytheon security fenced perimeter. 18. The applicant must make one annual $500,000 payment and five subsequent annual $700,000 payments to the City as identified in Section 10 of the Development Agreement. Six annual payments are required starting on March 31, 2016 and ending on March 31, 2021. If the Nash Street roadway extension improvements are not completed within 10 years of the effective date of the City Council ordinance approving this project, an additional $5,000,000 payment to the City is required. -3- 19. A $.50 per square foot fee for all new development on the site is required. All revenue from this fee will be deposited to the City's General Fund. 20. The applicant is required to obtain any necessary approvals from the Los Angeles County Metropolitan Transportation Authority (Metro) for any work that involves encroachment onto Metro easement areas or right-of-ways. These approvals may include, without limitation, pedestrian, bicycle and roadway easements and temporary right-of- entry agreements. 21. The applicant is required to submit building and engineering plans to Metro for any project site located within 100 feet of the Metro station or rail easement. Clearance of these plans from Metro is required before the City can issue a building permit. Metro requires an Engineering Review Fee for evaluation of any impacts based on adjacency and relationship of proposed new structures to the Metro existing structures. 22. The applicant is required to obtain a Metro Special Operation Permit for use of a pile driver or any other equipment in close proximity to a Metro aerial railway support structure at least one week before starting construction. 21 If required by Metro, the applicant must obtain a track allocation permit for any work within ten feet of a Metro aerial railway support structure. Permits allowing for single tracking or a power shutdown must be obtained from Metro at least two weeks before the start of construction. 24. The applicant must allow Metro representatives access to monitor any construction activity to ascertain if construction activity will have any impacts on Metro Right-of-Way. 25. Wayfinding signage to the Metro Green Line Station and other transportation facilities must be provided at appropriate locations within the Specific Plan area. These signs must be consistent with applicable Metro guidelines for wayfinding signage. The Director of Planning and Building Safety and the Director of Public Works must review and approve the location and appearance of wayfinding signs. 26. Before the City issues a certificate of occupancy for any new building within the ESSCSP, the applicant must contact Metro about employer transit pass programs. The applicant must provide -4- verification of this contact to the Director of Planning and Building Safety. 27, Projects located within the ESSCSP must comply with the City's Transportation Demand Management (TDM) regulations (ESMC §§15-17-1, et seq.). Evaluation for compliance with the City's TDM regulations for specific projects will occur as part of the Site Plan Review process identified in ESSCSP § VII.D. 28. The applicant must contact the County Sanitation Districts of Los Angeles County Industrial Waste Section and receive a determination as to the necessity of a permit for industrial waste discharge before City approval of a Site Plan Review for any project within the ESSCSP. 29. A Study Application Package for a second customer dedicated substation must be submitted to Southern California Edison before City approval of a Site Plan Review for any project that would require electrical service from a second substation within the ESSCSP area. 30. The applicant must submit six sets of project plans depicting the El Segundo roadway widening and intersection improvements for Southern California Edison review and approval before City approval of building permits for a building identified as part of Phase II in the EIR. 31. Trash and recycling enclosures must be provided and shown on site plans that are sufficiently large enough to store the necessary bins required for'the regular collection of commercial solid waste and recyclable materials. The site plan with the location and dimensions of the trash and recycling enclosure and an elevation view of the enclosure must be provided to the Planning and Building Safety Department for review and approval before the City issues building permits. 32. A qualified! cultural resources monitor must be present during earthmoving construction activities. The requirements and procedures set forth in Public Resources Code §§ 5097, et seq., must be implemented if human remains are discovered during site excavation. 33. Ground level mechanical equipment, refuse collectors, storage tanks, generators, and other similar facilities must be screened from view consistent with the development standards and design guidelines contained in the El Segundo South Campus Specific Plan. -5- 34. Exterior lighting must be designed to minimize off-site glare. 35. Buildings must be designed to comply with all ESMC standards for the attenuation of interior noise. 36. At the time of plan check submittal for the first project within the ESSCSP area the applicant must submit funds to cover reasonable first year costs, including City consultant costs, of monitoring all conditions of approval and mitigation measures adopted in the MMRP. Annually thereafter, the applicant is required to replenish funds sufficient to cover the reasonable costs, including City consultants' costs for each year. The Director of Planning and Building Safety, at the Director's discretion, may retain a consultant to coordinate and monitor compliance. 37. Before the City issues a grading permit, building permit, or certificate of occupancy, as applicable, the applicant must provide evidence to the Director of Planning and Building Safety that all mitigation measures in the MMRP are or will be implemented. 38. A Landscape Master Plan for the ESSCSP must submitted to the City before it approves the first Site Plan Review within the Specific Plan area. This Landscape Master Plan is subject to review and approval by the Director of Planning and Building Safety. 39. An overall Master Sign Program for the ESSCSP must be submitted to the City before it approves the first Site Plan Review within the Specific Plan area. This Master Sign Program is subject to review and approval by the Director of Planning and Building Safety. 40. A Trip Budget tracking system, based on the criteria contained in Appendix A of the El Segundo South Campus Specific Plan, must be developed and approved by the Director of Planning and Building Safety. An update of the Trip Budget tracking system is required to be submitted with every Site Plan Review and Plan Check for projects located within the ESSCSP area. 41. The Project Trip Ceiling for the project is the maximum number of vehicle trips permitted for the project. The Project Trip Ceiling for new development within the ESSCSP area consists of: • 3,042 AM Peak Hour Trips (2,634 In and 408 Out) 0 3,120 PM Peak Hour Trips (631 In and 2,489 Out) # 26,585 Total Daily Trips -6- 42. Before the City issues a building permit for the first building located within any Phase identified in the EIR, a reclaimed water facility plan must be submitted for review and approval by the Director of Planning and Building Safety and the Director of Public Works. 43. The project must meet all design criteria of the Specific Plan to the satisfaction of the Director of Planning and Building Safety. Buildinq Division Conditions 44. Before the City issues building permits, the applicant must submit a geotechnical/soils report, along with an associated grading plan that addresses the current code to the Planning and Building Safety Department for review and approval. 45. Before the City issues grading permits, the applicant must submit a soils report to the Planning and Building Safety Department for review and approval. 46. Before the City issues building permits, plans must show compliance with the version of the California Building Code, as adopted by the ESMC, in effect at the tirne of building permit application. 47. Before the City issues grading or building permit for any project within the Specific Plan area, the applicant must provide evidence to the reasonable satisfaction of the Director of Planning and Building Safety that all applicable permits from other agencies are obtained including, without limitation, the California Department of Transportation, Regional Water Quality Control Board (Los Angeles Region), South Coast Air Quality Management District, and Los Angeles County Department of Public Works. Fire Department Conditions 48. The project must comply with all applicable requirements in the California Fire Code and the International Fire Code, as adopted by the ESMC, and El Segundo Fire Department regulations, in effect at the time of building permit application. 49. Before the City issues a building permit, the applicant must submit a Fire/Life Safety Plan to the Fire Chief (or designee) identifying fire safety precautions during demolition and construction, emergency site access during construction, permanent fire department access, fire hydrant locations and any existing or proposed fire sprinkler system and fire alarm systems. -7- 50. The applicant must provide a fire apparatus access roadway around the west and north side of Raytheon Building E-1 (2000 East El Segundo Boulevard) and the west side of Raytheon Buildings E-2 (2002 East El Segundo Boulevard) and E-3 (2004 East El Segundo Boulevard). The fire apparatus access roadway must meet requirements in the adopted California Fire Code and El Segundo Fire Department Fire Prevention Regulation A-1-a. 51. Private fire main systems for each new building or parcel must be from an independent public water supply. There can be no sharing of private fire main systems between parcels. 52. The applicant must provide an automatic fire sprinkler system throughout each building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 13, both as adopted by the ESMC. 53. The applicant must provide the following conditions for any fire features as part of this project: A) A barrier must be provided around the fire feature to prevent accidental access into the fire feature; B) The distance between the fire feature and combustible material and furnishing must meet the fire feature's listing and manufacturer's requirements; and C) If the feature's protective barrier exceeds ambient temperatures, all exit paths and occupant seating must be a minimum 36 inches from the fire feature. 54. Each building needs to be identified as a separate street address for emergency response purposes. 55. The project must provide on-site collection and dispersion (infiltration) of non-stormwater discharges from testing and maintenance of water-based fire protection systems (fire sprinklers and private fire main systems) and other non-stormwater discharges. 56. Any diesel-powered generators must be approved by the Fire Department, Environmental Safety Division, and provide for secondary containment, placarding, spill detection and prevention. Underground tanks require additional environmental monitoring requirements. 57. The applicant must provide the Environmental Safety Division of the El Segundo Fire Department an inventory of any and all chemicals used in facilities that exceeds 55 gallons, 500 pounds or 200 cubic feet. .g_ 58. The applicant, or designee, must contact Underground Service Alert before digging or excavating. 59, Restaurant and industrial activities must have segregated wastewater systems to ensure pre-treatment devices are adequately protected. Public Works Deoartment Conditions 60. All onsite utilities including, without limitation, water, electricity, gas, sewer and storm drains, must be installed underground. Contact Southern California Edison for required service and underground requirements. 61. The applicant must secure any required encroachment permits from the Public Works Department before commencing any work in the public right-of-way. 6Z The project must comply with the latest National Pollution Discharge Elimination System (NPDES) requirements and provide Best Management Practices (BMPs) for sediment control, construction material control and erosion control. 63. Before the City issues a building permit, the location and sizes of all proposed water meters must be approved by the City's Water Division. 64. Acceptable water service connection points for future construction in the ESSCSP area is subject to review and approval by the Director of Public Works. 65. The location of existing water service lateral connection points in the ESSCSP area as well as existing and proposed fire hydrant connections area subject to review and approval by the Director of Public Works. 66, City water mains cannot be located on private property. The applicant must provide a main meter in the public right-of-way. 67. Wastewater facilities cannot have structures built over them. 68. Wastewater facilities cannot be designed with curves; they must be straight lines from manhole to manhole. If deviations are needed, they must be made at manholes. -9- 69. A registered civil engineer must provide storm (hydrologic and hydraulic) calculations for appropriate storm drain facilities to control on-site drainage and mitigate off-site impacts, as follows, subject to review and approval from the Public Works Director, or designee: • The design must follow the criteria contained in the most recent additions of both the Los Angeles County Department of Public Works Hydrology Manual and Standard Urban Storm Water Mitigation Plan. Flows must remain in their historical drainage pattern so as not to impact neighboring properties. • New development cannot increase the rate of flow (cubic feet per second) or velocity (feet per second) of site run-off water to any off-site drainage areas beyond the measured or calculated pre-project rate and velocity. 70. Construction related parking must be provided on-site. 71. All record drawings (as-built drawings) and supporting documentation must be submitted to the Public Works Department before scheduling the project's final inspection. Police Deoartrnent Conditions 72. Before the City issues a building permit within the ESSCSP, the applicant must submit photometric light studies for Police Chief or designee review and approval. A site plan must be provided showing buildings, parking areas, walkways, and the point-by-point photometric calculation of the required light levels. 73. A schematic plan of the security camera systems for new structures must be submitted for Police Chief or designee review and approval before the City issues a building permit, and must be included as a page in the stamped approved set of plans. 74. Lighting devices must be enclosed and protected by weather and vandal resistant covers. 75. The location and design of crosswalks are subject to Police Chief or designee review and approval review and approval. 76. The location and design of future bicycle racks and bicycle parking areas are subject to Police Chief or designee review and approval. -10- 77. The Police Chief or designee will review new buildings and tenant improvements within buildings during the plan check process. Interior and exterior improvements are subject to Police Chief or designee review and approval. Items subject to review include, but are not limited to, doors and hardware, roll-up doors, stairwells, exterior mounted ladders and trash dumpsters. 78. Street addressing must be a minimum of 6 inches high and must be visible from the street or driving surface, of contrasting color to the background and illuminated during hours of darkness. Addressing must also be shown on plan elevations. 79. All landscaping must be low profile around perimeter fencing, windows, doors and entryways so as not to limit visibility or provide climbing access. Dense bushes cannot be clumped together in a manner that provides easy concealment. Construction Conditions 80. Before any construction occurs within the plan area, the perimeter of the development site must be fenced with a minimum 6-foot high fence. The fence must be covered with a material approved by the Planning and Building Safety Director, or designee, to prevent dust from leaving the site. 81. Public sidewalks must remain open at all times. 82. All haul trucks hauling soil, sand, and other loose materials must either be covered or maintain two feet of freeboard. 83. Construction vehicles cannot use any route except the City's designated Truck Routes. 84. The applicant must develop and implement a construction management plan for any project located within the Specific Plan area. The construction management plan is subject to Director of Planning and Building Safety and Director of Public Work review and approval. The plan must include measures recommended by SCAQMD Rules 402 and 403. 85. During construction and operations, all waste must be disposed in accordance with all applicable laws and regulations. Toxic wastes must be discarded at a licensed, regulated disposal site by a licensed waste hauler. -11- Impact Fee Conditions 86. Pursuant to ESMC §§ 15-27A-1, et seq., and before building permits are issued, the applicant must pay a one-time fire services mitigation fee in accordance with City Council Resolution No. 4687. 87. Pursuant to ESMC §§ 15-27A-1, et seq., and before building permits are issued, the applicant must pay a one-time police services mitigation fee in accordance with City Council Resolution No. 4687. 88. Pursuant to ESMC §§ 15-27A-1, et seq., and before building permits are issued, the applicant must pay a one-time park services mitigation fee in accordance with City Council Resolution No. 4687. 89. Before building permits are issued, the applicant must pay the required sewer connection fees (as specified in ESMC Title 12-3). 90. Pursuant to ESMC §§ 15-27A-1, et seq., and before the City issues a certificate of occupancy for buildings within the Specific Plan, the applicant must pay a one time traffic mitigation fee in accordance with City Council Resolution No. 4443. 91. Permittee agrees to pay City any development impact fees ("DIFs") that may be applicable to the Project. Permittee takes notice pursuant to Government Code § 66020(d) that City is imposing the DIFs upon the Project in accordance with the Mitigation Fee Act (Government Code § 66000, et seq.). The permittee is informed that it may protest DIFs in accordance with Government Code § 66020. 92. All required fees, adopted by agencies with jurisdiction over intersections and roadways affected by this Project and identified in the MMRP adopted for this project, must be calculated and collected by affected agencies before Certificates of Occupancy are issued for any building identified as part of Phase II in the EIR. Proof of fee payment must be provided to the Director of Planning and Building Safety. 93. Before building permits are issued, the applicant must pay the required School Fees. This condition does not limit the applicant's ability to appeal or protest the payment of these fees to the school districts(s). Miscellaneous 94. Unless otherwise provided by the Development Agreement, the vesting tentative map will expire pursuant to Government Code § 66452.6 and ESMC § 14-1-12. -12- 95, The Raytheon Company, agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from the City's approval of Environmental Assessment No. EA-905, General Plan Arnendment/General Plan Map Amendment No. GPA 11-01, Specific Plan No. SP 11-01, Zone Change and Zoning Map Amendment No. ZC 11-02, Zone Text Amendment No. ZTA 11-01, Development Agreement No. DA 11-02, and Subdivision No. 11-02 (VTM No. 71551). Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the City approval of Environmental Assessment No. EA-905, General Plan Amendment/General Plan Map Amendment No. GPA 11-01, Specific Plan No, SP 11-01, Zone Change and Zoning Map Amendment No. ZC 11-02, Zone Text Amendment No, ZTA 11-01, Development Agreement No. DA 11-02, and Subdivision No. 11-02 (VTM No. 71551), the Raytheon Cornpany, agrees to defend the City (at the City's request and with Counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. By signing this document,RdDet a P-ocreon behalf of the Raytheon Company, certifies that they have read, understood, and agree to the Project Conditions listed in this document. o rt J. Moore VJ e President-Business services R y theon company PAPlanning & Building SafetykO Planning - OidkPROJECTS (Planning)1901-925kEA-9051City Council\EA- 905.CC reso,doc -13-