Loading...
101, 111, 121 Albright Wy - Staff Report & Exhibits 1-7Planning Commission Staff Report -Page 2 101, 111, and 121 Albright Way/S-16-013 Mayll ,2016 CEQA: FINDINGS: CONSIDERATIONS: ACTION: EXHIBITS: ! Courtside i Medium Density I CM:PD , ! Residential · 1-Residenti~-----------pviedi urn Density-------h~M-5: 12 :Pn i ! Residential I The potential environmental impacts of the proposed bridge are within the scope of environmental impacts analyzed in the Albright Office Park EIR and none of the events listed in Public Resources Code section 21166 have occurred. Accordingly, no further CEQA process is required for this Architecture and Site application. • That the potential environmental impacts of the proposed bridge are within the scope of environmental impacts analyzed in the Albright Office Park EIR and none of the events listed in Public Resources Code section 21166 have occurred. Accordingly, no further CEQA process is required for this Architecture and Site application. • That the proposed project is in compliance with the General Plan. • That the project is in compliance with the Albright Specific Plan. • As required by Section 29.20.150 of the Town Code for granting approval of an Architecture and Site application. Forward a recommendation to Town Council for approval of the Architecture and Site application. 1. Location Map 2. Findings (one page) 3. Recommended Conditions of Approval (two pages) 4. Applicant's Project description and letter of justification, received on April 8, 2016 (one page) 5. Town's Consulting Architect Report , received on February 23, 2016 (two pages) 6. Settlement Agreement (11 pages) 7. Development Plans, received on April21 , 2016 (13 sheets) Planning Commission Staff Report -Page 3 101, 111 , and 121 Albright Way/S-16-013 May 11, 2016 BACKGROUND : On June 17 , 2013 , the Town Council certified an Environmental Impact Report, adopted a Mitigation Monitoring and Reporting Program, adopted Planned Development Ordinance 2216, and approved an Architecture and Site application for the subject site. The approvals above were for: construction of four office/R&D buildings with a total maximum square footage of up to 485 ,000 square feet ; construction of a parking garage; and other site improvements as outlined in the approved plans . Los Gatos Citizens for Responsible Development (Petitioners) filed a lawsuit challenging the Town's approval of the Albright Way project on the grounds that the environmental review was inadequate. The Petitioners then filed a second lawsuit claiming that the Town did not follow the General Plan when approving the Albright Way project and did not have the discretion to approve a project greater than 35 feet in height in the Controlled Manufacturing (CM) zone and Light Industrial land use designation. The Town prevailed in both lawsuits at the Trial Court level. The Petitioners filed an Appeal for the first lawsuit and the time had not expired for Petitioners to file an appeal for the second lawsuit. In October 2013, a Notice oflntent to Circulate a Petition titled Amend the Los Gatos General Plan and Zoning Code and Adopt a Specific Plan for Development of 90 -160 Albright Way and 14600 Winchester Boulevard (Albright Way Initiative) was filed with the Town's Election Official. The Town Attorney prepared and provided an official ballot title and summary for the proposed initiative for use by the proponents for publication and circulation of the petition. In December 2013, proponents of the initiative filed with the Election Official the petition containing a total number of 4 ,113 signatures. On December 12 , 2013 , the petition was delivered by the Election Official to the Santa Clara County Registrar of Voters Office for signature verification. On January 22, 2014, the Santa Clara County Registrar of Voters Office notified the Town that the proposed initiative had received at least 3,020 valid signatures, more than 15% of the registered voters in the Town. In early 2014, Pursuant to Council direction, the Town Attorney, with support from Town staff, began negotiating with the petitioners and the project sponsors for a potential settlement that would address all parties' concerns regarding the Albright Way Initiative. A Settlement Agreement was considered and approved by the Town Council at their meeting on March 3, 2014 (Exhibit 6). The basic terms of the Settlement Agreement applicable to this application are as follows: 1. LG Business Park agrees the proposed specific plan initiative will be in substantial conformance with the Town Council's Performance Standards ofPlanned Development Ordinance 2216 through the Specific Plan implementation. Planning Commission Staff Report-Page 4 101. 111. and 121 Albright Way/S-16-013 May 11, 2016 - 2. LG Business Park agrees that the proposed Specific Plan Initiative does not rescind the 152 original Architecture and Site (A&S) Conditions of Approval (which were incorporated into the Specific Plan Initiative) and therefore the project will be in substantial conformance with the original A&S Conditions of Approval. 3. LG Business Park will submit an application for the proposed pedestrian bridges through the A&S process and pay the applicable community benefit fee for the bridges. 4. The Town agrees to process all requests for permits and other approvals in an expeditious manner. The Albright Specific Plan initiative was approved by the voters on June 3, 2014. On August 5, 2014 the Town Council approved Architecture and Site application S-14-022 to construct an 850- square foot pedestrian bridge between Building 1 (131 Albright Way) and Building 2 (121 Albright Way). PROJECT DESCRIPTION: A. Architecture and Site Application Architecture and Site approval is required for the proposed construction of the two elevated pedestrian bridges. Considerations for the review of Architecture and Site applications are included in Exhibit 2 as required by Section 29.20.150 of the Town Code. B. Location and Surrounding Neighborhood The subject property is located at 101, 111 , and 121 Albright Way in the northern part of the Town of Los Gatos (Exhibit 1). Winchester Boulevard and a Union Pacific Railroad right-of- way bound the project site on the west, while Highway 85 bounds the northern side of the property. The Los Gatos Creek Trail, which separates the property from and runs along Los Gatos Creek, bounds the property on the east, the Charter Oaks residential neighborhood bounds the property on the east and south, and the headquarter offices of the Santa Clara County Fire Department bounds the property on the south. C . Zoning Compliance The Albright Specific Plan requires that future Architecture and Site applications be forwarded to the Planning Commission for a recommendation to the Town Council and Town Council is the final deciding body. The Planning Commission must find that the proposed application is in substantial conformance with the Albright Specific Plan if their recommendation is for approval. Planning Commission Staff Report-Page 5 101, 111, and 121 Albright Way/S -16-013 May 11 ,2016 ANALYSIS: A . Architecture and Site The applicant is proposing to construct an elevated pedestrian bridge between Building 2 ( 121 Albright Way) and Building 3 (111 Albright Way). Building 2 is completed and currently occupied while Building 3 is under construction. The pedestrian bridge is proposed to be 1,020 square feet and connect at the third floor of the buildings . The applicant is also proposing to construct an elevated pedestrian bridge between Building 3 (111 Albright Way) and Building 4 (1 01 Albright Way) which are both currently under construction. The pedestrian bridge is proposed to be 924 square feet and connect at the third floor of the buildings. The proposed pedestrian bridges will have a slightly different design than the existing pedestrian bridge connecting Buildings 1 and 2 . Minor architectural differences with the proposed pedestrian bridges are as follows: • The roof overhangs have been removed due to the sharper angle of each building in relationship to one another. The sharper angle of each building creates issues with the seismic slip intersection. To mitigate the design difference, the applicant added deeper glass fins and fritted texture to reduce the solar heat gain of the glass. • The metal paneling was changed to a vision glass to make the bridge look more sleek and harmonious with the rest of the bridge style. The proposed bridges are steeper in their incline due to the pad elevations of Buildings 2, 3, and 4. • The applicant is proposing the same wood soffit, roofing material, and glass type as the existing bridge connecting Buildings 1 and 2. The applicant has submitted a project description and letter of justification (Exhibit 4) and development plans (Exhibit 7) detailing their proposal. B. Architectural Considerations Staff requested that the Town's Architectural Consultant review the proposed pedestrian bridges to provide recommendations regarding the architecture and compatibility. The Consulting Architect stated that "while the des igns are slightly different than the first bridge for functional reasons, the connecting walkways are light and airy, and well elevated to allow the campus open space to flow smoothly between the office structures." Exhibit 5 contains the Consulting Architect's full comments on the proposal. Planning Commission Staff Report -Page 6 101, 111, and 121 Albright Way/S-16-013 May 11, 2016 C . Parking and Traffic Based on the square footage of the proposed bridges, including the existing pedestrian bridge, the addition of the proposed pedestrian bridges will not exceed 4,000 square feet which is allowed by the Albright Specific Plan. Therefore, no additional traffic will be generated and no new parking spaces are required for the proposed pedestrian bridge. D . Community Benefit Pursuant to the Settlement Agreement, that applicant will be required to pay $1 per square foot for the proposed pedestrian bridge square footage. E . Environmental Review The potential environmental impacts of the proposed bridge are within the scope of environmental impacts analyzed in the Albright Office Park EIR and none of the events listed in Public Resources Code section 21166 have occurred. Accordingly, no further CEQA process is required for this Architecture and Site application. PUBLIC COMMENTS: Public hearing notices were sent to surrounding property owners within 300 feet of the project site. As of the date of this report the Town has not received any public comment. SUMMARY AND RECOMMENDATION: A. Summary The project is in compliance with the General Plan and Albright Specific Plan. The proposed pedestrian bridges will have the same high quality architectural style and materials as the buildings and bridge that have been approved. B. Recommendation Staff recommends that the Planning Commission take the following actions: 1. Make the finding that the potential environmental impacts of the proposed bridge are within the scope of environmental impacts analyzed in the Albright Office Park EIR and none of the events listed in the Public Resources Code Section 21166 have occurred. Accordingly, no further CEQA process is required for the Architecture and Site application (Exhibit 2); 2 . Make the finding that the proj ect complies with the General Plan (Exhibit 2); 3. Make the finding that the project complies with the Albright Specific Plan (Exhibit 2); 101, 111, and 121 Albright Way EXHIBIT 1 This Page Intentionally Left Blank PLANNING COMMISSION-May 11 , 2016 REQUIRED FINDINGS AND CONSIDERATIONS FOR: 101, 111, and 121 Albright Way Architecture and Site Application S-16-013 Requesting approval to construct two elevated pedestrian bridges connecting the third levels of Buildings 2 and 3, and 3 and 4 on property zoned Albright Specific Plan. APN 424- 31-068, 424-32-079 and 424-32-082. PROPERTY OWNER: LG Business Park 3 LLC, LG Business Park 4 LL, and Wealthcap Los Gatos 131 Albrig APPLICANT: James Abeyta, Form 4 Architecture FINDINGS: Required fmdings for CEQA: • An Environmental Impact Report (EIR) was prepared for the Albright Specific Plan and was certified by the Town Council on June 17, 2013 . The potential environmental impacts of the proposed bridge are within the scope of environmental impacts analyzed in the Albright Office Park EIR and none of the events listed in Public Resources Code section 21166 have occurred. Accordingly, no further CEQA process is required for this Architecture and Site application Required Compliance with the General Plan: • The project is in compliance with the General Plan. Required Compliance with the Albright Specific Plan: • The project is in compliance with the Albright Specific Plan. CONSIDERATIONS: • As required by Section 29.20.150 of the Town Code, the considerations in review of an Architecture and Site application were all made in reviewing this project. The proposed pedestrian bridges will have the same high quality architectural style and materials as the buildings and bridge that have been approved. N :\OEV\F£NDINGS\20 16\IOI , Ill, and 121 ALBRIGHT.DOC.X EXHIBIT 2 This Page Intentionally Left Blank PLANNING COMMISSION -May II, 20I6 CONDITIONS OF APPROVAL 101, 111, and 121 Albright Way Architecture and Site Application S-16-013 Requesting approval to construct two elevated pedestrian bridges connecting the third levels of Buildings 2 and 3, and 3 and 4 on property zoned Albright Specific Plan. APN 424- 31-068,424-32-079 and 424-32-082. PROPERTY OWNER: LG Business Park 3 LLC, LG Business Park 4 LL, and Wealthcap Los Gatos 131 Albrig APPLICANT: James Abeyta, Form 4 Architecture TO THE SATISFACTION OF THE DIRECTOR OF COMMUNITY DEVELOPMENT: Planning Division 1. APPROVAL: This application shall be completed in accordance with all of the conditions of approval listed below and in substantial compliance with the plans approved and dated April 21, 2016. Any changes or modifications to the approved plans shall be approved by the Community Development Director, the Development Review Committee, the Planning Commission, or Town Council, depending on the scope of the changes. 2. EXPIRATION: The approval will expire two years from the approval date pursuant to Section 29.20.320 of the Town Code, unless the approval has been vested. 3. COMMUNITY BENEFIT: Community Benefit is required pursuant to the Settlement Agreement. The applicant is required to provide $1 per constructed square foot for the pedestrian bridge. 4 . LIGHTING: The lighting for the bridge shall be evaluated following construction of the bridge. Should the lighting be determined to have an impact on adjacent properties staff shall work with the property owner to reduce the lighting impacts to an acceptable level. 5. TOWN INDEMNITY: Applicants are notified that Town Code Section 1.10.115 requires that any applicant who receives a permit or entitlement from the Town shall defend, indemnify, and hold harmless the Town and its officials in any action brought by a third party to overturn, set aside, or void the permit or entitlement. This requirement is a condition of approval of all such permits and entitlements whether or not expressly set forth in the approval, and may be secured to the satisfaction of the Town Attorney. Building Division 6 . PERMITS REQUIRED : The elevated pedestrian bridge/walkway Building Permit will be processed as a Revision to the Building Permit of the respective Building to which it is attached. Separate permits are required for electrical, mechanical, and plumbing work as necessary. 7 . CONDITIONS OF APPROVAL: The Conditions of Approval must be blue-lined in full on the cover sheet of the construction plans. A Compliance Memorandum shall be prepared and submitted with the Building Permit application detailing how the Conditions of Approval will be addressed. 8. SIZE OF PLANS: Four sets of construction plans, minimum size 24 " x 36", maximum size 30" x 42 ". EXHIBIT 3 9. TITLE 24 ENERGY COMPLIANCE: All required California Title 24 Energy Compliance Forms must be blue-lined (sticky-backed) onto a sheet of the plans. 10. SPECIAL INSPECTIONS: When a special inspection is required by CBC Section 1704, the architect or engineer of record shall prepare an inspection program that shall be submitted to the Building Official for approval prior to issuance of the building permit. The Town Special Inspection form must be completely filled-out, signed by all requested parties, and be blue-lined on the construction plans. Special Inspection forms are available from the Building Division Service Counter or online at www.los gatos ca.gov/building. 11. FIRE ZONE: The project requires a Class A Roof assembly. 12 . BLUE PRINT FOR A CLEAN BAY SHEET: The Town standard Santa Clara County Valley Nonpoint Source Pollution Control Program Sheet (24x36) shall be part of the plan submittal as the second page. The specification sheet is available at the Building Division Service Counter for a fee of$2 or at San Jose Blue Print for a fee or online at www.lo s gatosca.gov/building. 13 . APPROVALS REQUIRED: The project requires the following departments and agencies approval before issuing a building permit: a. Community Development -Planning Division: Jocelyn Puga (408) 354-687 5 b. Engineering/Parks & Public Works Department: Mike Weisz (408) 354-5236 c. Santa Clara County Fire Department: ( 408) 3 78-4010 d . West Valley Sanitation District: (408) 378-2407 e. Local School District: The Town will forward the paperwork to the appropriate school district(s) for processing. A copy of the paid receipt is required prior to permit issuance. TO THE SATISFACTION OF THE SANTA CLARA COUNTY FIRE DEPARTMENT: 14. CONNECTOR: Duplicate all fire systems in each ofthe connected buildings and comply with applicable requirements for construction and emergency separation of the connected structures. N:\OEV\CONDITIO NS\2 016\101 , Ill , and 12 1Albrig ht.do cx Fo •· m 4 Netflix -Project Narrative -Elevated Walkway #2 and #3 Los Gato s, CA March 2z>d 2 016 To: Los Gatos Planning Division From: LG Business Park LLC , Applicant Robert Giannini, Architect Subject: Netflix Office Albright -Elevated Walkway Architectu ral Review R ECEIVED APR 0 tl ZG1S TOWN OF LOS GATOS PLANNING DIVISION requests approval of a pedestrian walkway to connect Buildings 2 & 3 and 3 and 4 at their third floors . Administrative and engineering groups within Netflix need to work closely together to be most productive. Because departments are large, and often don't frt on one floor, a horizontal connection between buildings mitigates the concern . The proposed walkway has been designed to make the passage as seamless and pleasant as possible. Space plans have been designed so that the walkway connection becomes a natural part of the building's internal circulation pattern. To add interest and delight to the walk the bridge is designed with windows that look into the beautifully landscaped courtyard between buildings. To make them comfortable, and so that they do not require unusual amounts of added cooling due to their small size, windows are shaded with horizontal overhangs and vertical glass fins that protect from direct solar gain. The architecture of the walkway uses vocabulary from the buildings, tapping primarily into the glassier building components. In this way they become a well-integrated and positive addition to the overall composition. Finally , and as ·a nod to the elevated walkway at their existing campus, the proposed structure makes use of the same wood material as its predecessor for the underside soffit. The walkway will provide the connectivity that Netflix needs to maintain easy communication between large groups in a seamless and delightful way. The underside of the walkway will be similar to the existing bridge with a mahogany wood soffrt and a series of recessed downlights. Light created from the bridge will be minimal as shown on the provided photometics study . EXHIBIT 4 This Page Intentionally Left Blank February 23, 2016 Ms. J ocelyn Puga Community Development Department Town of Los Gatos 110 E. Main Street Los Gatos, CA 95031 ARCHITECTURE PLANNING RE: Albright Netfiix Corporate Campus/ Pedestrian Elevated Walkways #2 & #3 Dear: Jocelyn: URBAN DE SIGN RECEJVED F':'~ 2 .,, Z016 ., OWi-1 Of LOS GAiOS pLANNING DIVISION I reviewed the drawings submitted by the applicant for the elevated pedestrian Walkway #2 between Building 2 and Build - ing 3 and Walkway #3 and between Building 3 and Building 4. The design i s well done, and complements the approved design for the buildings being connected. The walkways are similar, but slightly different in treatment, to the fir st pedes- trian bridge constructed between Building 1 and Building 2. The locations of the three bridges are shown below, and illustrative sketches of the bridges are on the following page. 700 LARKSPUR LAN DI NG CI RCLE . SUITE 199. LARKSPUR . CA. 94939 EXHIBIT 5 TEL: 41 5 .331 .3795 CDGPLAN@ PACilfli..NET ( (I ~ ( CLERK DEPARTMENT AGR ' (£.\ · O~J = JIIH ________ _ ORD'------------~-REC. ________ _ SETTLEMENT AGREEMENT R~o, ______________ __ This Settlement A~eement ("Agreement'') is mede and entered into as t)f March 3, 2014, (Jhe "Effective Date"), by and between Los Gatos Citizens for Respon.$ible Develbpment ( .. LGCRD"), (wtllch includes John . Shepardson and Andre\v H. Wu, ~nd no other i~ividual entities), JOhn Shepardson, .and Andrew H. Wu (oolle~tively, "Petitioners"~ tfle Town of l,.os Gitos and tM Los .Oatos Town Council (jointly, "Los Gatos")i and LG Bus!neS$ Park, LLC, a Delaware limited li~bility company ("LG.'). Petitioner$; Los Oatos, an~ LG, and ~ach of them, are referred to cumu.lali .. •.eiy as the ''Parries" or singular1)' lS .... P•rtr ." The Panies intel'!d b_y dlis Agreement to conclude ·finatly and forever the lawsuits eratitled loi Gatos ·Citizens jpr /iesponiible thvelopmen111. 10wn of Los Gmos and Town Counci/jor!hc Tpwn oj Los Ga1os, Santa CJal'11 Courity Superior Court Case No . 1-II..CV ~209214, Silllh District Court of A~l Case No. H040127 C'L·os Go1os Cllfzens /") and l.Ds Gatos Citizens Jor Responsible DeveloJ!111enl., Jol:rn Shept~rdson. Andrew H. Wu. and DoES f-5 v. tow.n pftps Gi;IIOI and DOES 1-6, Santa Clara County Superior Court Case ·No. 1-13-CV-2S~:W.6 ('!J.os Ga1os Ciliz~s If'; Los Gfllo.t CitiZens I and Los Gatos Citizens ll'tn ref~ to joi~dy ~ tlr~ "U ... ti!JJ)''); •-n~ ro ~~~tve, ~vaiye ·~pet perp.etuatly exti'n$UiSh •ny and 1111 elaims between the P,arties as pi'Qvi~ for •i!d covered in f.fiis Agreement. -Cii'ALS WHER.MS~ LO own~ "'nd ~9ls -~h~ ~-~~~~.at 9o-1tQ ~lbriBtat WJJ~·erid 146(}0 ~inch~er ~ulevard. A~s424,-~+~3. ~S·4~ ~~), 4~~32-()~·s. -0_45e:~,!S4, -OS9._~06i),end -()§3 1n the Town of Los 6.Jt()s, as ~OS:~ p""~ular1y ~Q~n a,ri4 d.~qn~·otJ · .. (lheMP19pert)' ... ); WH1£RI?~~ ._,G pl•n.s to eon.~ a ~~~e1~me.i'lt .ptqjepc ~nslstins:9fofficelrese•rch •net develoJ*n""' ~~ o~ du: P,rb~. u·~·para~Jarly _,_et.!:ribed in the Los~itQs-&onomic Development.•nl:f ~ Rttentiqtt lnir~ttiq~ (the "Pi;Qje~"); WJ;lBRa!~S._lc;s ~~~~ hilS ~'-'~:.~d ,ppr~ved c~RJin land use app:9vals ''* tfie Ptnjc~, including. bq~ not li~it~d to. 'rown O~ipance 2216. ·~·hrchitebt\ll't ,n.a SJte Approval,, and~ Ten.tative Map Appl~1ion Appro~l. a!)d ~ps V,lps has 1i~fioa •n.envlron~1•J impac,.repott for the Proj~t under t~~.:a1ifrt1Jll~ F.ny,ir<~Jnl;\~.gtel Qu!l1itY ACt (CF.QA). at)d eerUiil) pennits, including; l)ut nQi limit:ed to, d~molition, gr•<ling and -bultdiJSg ~l}n_il$ (cc;>lleetivcly, iht ~ProJeCt Apprgvals"); WHEREAS, em Qt Jbout September 14, 201 J. Lps Galo$ Citizens./ was comtn4!nced against Los Gatos and LO, cha)Jengi~ c:~in of Los Oatos' 1f»pr~vals for ~e Project }mder C£QA; WH~~~~. on or •~ SeP.ter);l~r 10, 2013., PetitiOQ~rf filed a N.oi.ice of Appeal fi'om an order oftbt Santa Clara GQun~ Sp~or Col!i'j, issued on or about Augll$.1 14, 2013, disc:harsing the writ of mandate pteviou~ly ;ssucd ill l.P1 Goios Ciluens 1, and co~urnntly filed a Petition for Writ of Supe~deas, whiCh ~s denied by tl!e Court ()f Appeal on J•nui.r'y 31 , 2014; WHEREAS, on pr aboul August30 , 2013, Los GD~os Cilizens J/wascommenced against Los Oalos and LG dlaJI~qging certain Los Gatos ~ approvals oftlic Froject under land use la.ws, and on or about January 23, 2014, the Santa Clara County Superior Court entered an appealable ju~gment in favor of Los Gatos and LG in Los GQ/os Cilizenl 11; WHEREAS . an lnitialive to Amend lhe Los Gatos General Plan and Zoning Code and Adopt a · Specific Plan for Development of90-160 Albright Way and 14600 Winchester Boulevard was filed with che Town, has qualified and been certified for the ballot by elections officials, and will appear on the June 3. 2014 ballot in the Town of Los Gatos, and includes, among other things, the adoption oft he Albright EXIDBIT 6 Specific Plan, which would permit the Project's development (the "Initiative"); and WHEREAS, the purpose of this Agreement is to r4!Solve finally and forever the existing Lhiption, to senle certain disputes Involving the Project, and Initiative, alld lo allow development of the Project to~. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and the mutaal covenants, promises and undertakings set forth herein and other consideration, the receipt and adequacy of which lhe Parties hereby acknowledge. the Part~s agree as follows . 1. The Parties' Obliptions. a. Mutual Releases o[Ciaims. 1...0 hereby r'-'eai(IS PeJkiOJiers and any of Petitioners' officers, board membe~, members, owners, principal~. off~ials, dj~or:s. emplQ)~eciS .. apnis. attorneys and/or reprcsentath•es, and each of them, (coUmively, "Petitioners Released Partie$") and Los Oatos and Los Gatos' elected offici~s. offteers, board members, c:ommissionm, ~bers, employees, a_gents, attorneys and/or representatives, and ~dl ofthom, (collectively, "Los Gatos Released Parties") from any and all claims, lawsuits, demands, challenges, liabilities, damages, fees, costs. or causes of action, known or unknown, that LG ha:s or tlavc against the Petitioners Released Part~ or Los Gatos Released Parties, or any of them, ~rising i~ any w~ from or telatecJ in any ~y to lbe ~xlstbag l~tion, the Project, the Project ApProvals ~ndlor the Prope.W. hti.tioQCr$ lb~d Partin hereby release LG (inciUO.ns its s ubs1itiaries, iffi~wcs, SUC«!iSOt'S in inter~. ~Or asignt) and any of L-G's officers, boaro members, members, owners, shareholders, partners, principals, offic~ls, lenders, directors, employees, asmts, attomeyseridlor rep~Jauves, •nd each of them, (collectivQly, "LO IU;leasod Parties") and the Los Gatos R«:leased Parties !Tom any and all c:Jaim$, lawsuitS, demands, c:hallenses. liab ilities, damages, fees, costs, or causes of actiOh, ~0"'1'1 or unknown, that the Petitionm Reloased Parties or any of them has or have·aaain11 the LG Released Parties and the Los Gatos Released hrties, or any ofthtm, arising in any Wt)' from or r~lat~ in any way to the existing Litisation, the ~t, the Project Approvals and/or the Prope~. The Los Gatos Released Parties hereby releeses Petitioners Released Parties and LG Released Parties from any and all claims, lawsuits, demands, challenses, liabilities, damages, fees, costs, or causes of .-ction, known or unknown, that the L()S Gatos Released Parties has or have against the Petitioners Released P.artiO$ or LG Released Parties, or any of them, arising in any way from or related in any way to th~: exisJing Lit .. ation, the Project, the Project .Approvals and/or the Prop~.! The Parties represent, warrant, and agree that thoy have been fully advised ~y their anomcys of the contents of California Civil Code section I S42 (""Sect~ 1542"). Each of Petitioners, Los Gatos, and LG express I)' waives and relinquishes all rllflts and benefits under that section and any similar statute or common law principle of similar effect of any state or territory of the United States with respect to the claims released hereby. Section I 542 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETILEMENT WITH THE DEBTOR. Each of Petitioners, Los Gatos, and LG fully understands that the facts upon which this Agreement is 2 I I I r f , ,. ex~cuted may here~fter be other than or diff~renl from the facts now believed by the Parties or their coun~el ·to be t~e and expressly accept and assume the risk of such possible difference in fa~t.s ~d "gree that this Agreement shall remain effective notwithstanding any such difference in facts. Each of Petitioners, Los Gatos, and LG acknowledges and :agree that this waiver 'is I!" essential •nd material term of this release :imd the senlement that underlies it and that without such wajvtr the Agreement would not have been accepted . 2. to's Obligations and Rights. a. Cornrmmity BeJ!efit Pnment. P~ovid~d that there is np default by Los Gatos or Petitioners of their respective obligations pursuant to this Agreemf:nt, LG .Sh•tl pay Three Hundred and Fifty Thousand Dollars ($350,000) (the "Community Benefrt Payment") to Los Gatos within 'thil1)' (30) days after issuance by Los Gatos oft he certificllt ~f occuP4'ncy for the first office building of the Pn;>ject. The Community Benerrt Payme~t shall be ~~ by Los Gatos for pJJrpo,ses determin~ by Los Oates; in its sdle ditcreti.on, proyi4~ that: '('j}:such U$CS shall be related lo the Project'.s implementation , with b~ priority to trifr.c cOng~li9Ji; (ti) such use$ shall be for the benefit of the Los o,tos COJJ}m\Jnity;.and (iii) such funds shall~ ~~dcd in proltim'ity to .lJle PrDject. The Community Benefit ·p•yment'Shall t;e a foil accord and J~tlsfaetlon o1any and all amounts owing to Los Gatos as compensa'ljon fot the aban~onmenllv~ation of public rights ofway and public serv icc/utility ea·sements involvil\8 the Project, inolucJigg w'ithout limitation the vacation of Albright W•y and Albright Coun and all publi~ servj~ easements ,and public .utility easements presently IQC:afe(;l therein or temporari1y reJ~at~ on the Property to facilitate Construction of the 'Project. Los Gatos hereby waiv~s a~· further right t.o compensado11 for the abandonme.ntlv~arion of the public tights of way and p,_.blic utility/service ·easen'te11t~ as set forth in Town Onlinance 2216 and the Initiative. Nothing het,tin shaU be deemed to be an admislion by LG of any amounts owing for the ab.,.donmentlvacati()n o( AlbriJht' Way, A !bright Court, or t.n)' other public ri ghts of ways or public utility/service easements as set f(trth In Town Ordinance 2216 .and the Initiative. b. Prqject Scooe . (I) L~ a~rees that the ProJect shall not exceed 485,000 square feet of usable off"ICe and/or research and ~veJopiTient space. exclus1ve of not more than 4,000 squa~ feet of elevate<! walkways (i.e. pedestrian br'idges) that may b~ ~onstrucJed 8$ part ofihe Project. LG ful1~r agrees that tbe maximum height of the P-roject'~ buildings sh811 ~as follows; Buildin& I shail be no higher than SO feet; Building 1 shall be no higher than 65 feet; BuJidinJ 3 shall be no higher than 65. feet; and Buildin~ 4 shall be no higher than 50 feet, as m~ partjcular!y shown on Exhibit B. (2) The Pa"ies agree thal the ~porto~ by Los Gatos on the lnitiativ~ pursuant to Elections Code Sectipn 921 ·2 (the "9212 Repan." attached as Exhibit C) confirms that the Conditions of Approval of the PO Zoning set forth in Town Ordinance 22J6 have been incorporated into the -Initiative. Therefore, if the initiativ~ pr~vails, the Project will be in substantial conformance with the Conditions of Approval of the PO Zoning set forth in 1own Ordinance 2216 through the Initiative's implementation. The Parties funher agree that the Initiative does not rescind the existing Architecture and Site review Conditions of Approval (which have been in~orpor.ted into the Initiative). Therefore, if the Initiative prevails , the Project will be in substantial conformance with the Arctlitetture and Site re\•iew Conditions of Approval through the Initiative implementation. (3) LG agrees that no building signage shall be visible from State Route 85 and/or State Route I 7, as provided for in the Initiative (and Town Ordinance 221 6). 3 c . Attorneys ' Fees and Costs Payment . Pro\•ided that there is no default by Los Gatos or Petitioners oftheir respective obligations pun;uant to this Agreement, LG shall pay up to, but no more than, One Hundred and Twenty Five Thousand Dollars($ 125,000) to the Law Office of Rose M. Zoia Attomey..Ciient Trust Account ("Zoia"). counsel to Petitioners, for attorneys' fees and costs incurred by Petitioners in connection with this Agreement and the Litigation, including fees to consulting attorney Douglas Carstens . Within three {3) calendar days following the Effective Date, Petitioners or Zoia shall submit an invoice to LG for such attorney's fees and costs with reasonable supporting documentation . Within two (2) calendar days after Petitioners' providing written confinnation of the dismissa l with prejudice of Los Gatos Cilizens /,as provided in Section 3 .a, and provided that Petitioners are not in breach of this Agreement, LG shall pay to Zoia and Carstens the invoiced amounts up to, bu t no more than, $125,000 . That payment shall pay in full actord and satisfaction of all amounts owing to Zoia and Doug 'Carstens, and any other attorneys or consultants retained or consulted by Petitioners, by LG in connection with Chis Ageanent and the litigation . d. Pedestrian Brid&U · LO may subm it an application for three (3) proposed ele\•ated walkways (pedestrian bridses) lbroup the L()S Gatos Arc:hitecture and Site review process . LG shall pay the applieablc community development fee required by the Los Ga1os Municipal Code for all square footage associat~ with the pedestrian bridges. The apre_gate enclosed square footage of the three proposed elevated pedestrian bridges that are developed as part ofthe Project shall not exceed 4,000 square feet in the aggregate. e . EJeqion Costs. Provided that there is no def-ault by Los Gatos of their respective obligations pursuant to tllis Agreement, LG shall pay up to Eighty Thousand Dollars ($80,000) to Los Gatos for costs incurred by Los Gatos in conducting the June 3, 2014, election on the Initiative. Los Gatos shall submit an invoice to LG following suc.h June 3, 2014 election detailing the actual costs incurred by Los Gatos in conducting the election. LO shall pay such invoke within thirty (30) days of rece ipt, provided, however, that LG shall have a reasonable right to review and audit such election expenses . Nothing herein shall be construed 1o limit the right of LO to support the Initiative . 3. Petitioners' Obligations . a. Dismissal of Los Gotol· Cjlizens I Aooeal . Within one (I) business day after the Effective Date, Petitioners and LG shall file a notice of settlement in Los Gatos Citizen.s I and within th~ (3) business days Petitioners and LG shall file a stipulated dismissal of Los Gatos Citizens/. Within five (5) business days after the Effective Date, Petiti()llers shall obtain and provide to LO and Los Gatos wrinen court confirmation of the di~missal with prejudice of Los Gal~ CitiZens J such that the judgment in favor of Los Gatos and LG in Los Gatos Citizens I is no longer subject to legal challenge . b. Waiver of AJ!peal aost Teoninatjon of Litigation . Petitioners hereby irrevocably waive any and all rights to appeal from the judgments and orders in Los Gatos CIJizens I and LDs Garos Citizens II. Petitioners agree not to appeal the Superior Court determination in Los Gatos Cit iZt•ns fl. Petitioners agree to execute any end all documents nece~sary or required to communicate to any court or to any other person or entity that the Litigation is terminated in full . c . Non-OJ!posjtion and Covenant Not to Sue. Petitioners agree not to file any legal challenges to the Project Approvals, the proposed Specific Plan, or any legal challenges to the Initiative . Petitioners reserve all rights to challenge the implementation oftbe Project to the extent that the Project is not as permitted by the Project Approvals, the proposed Specific Plan or the Initiative, as applicable . Petitioners agree not to oppose or challenge, by litigation, administrative process, or other opposition, the implementation of the Project as permitted by the Project Approvals, proposed Specific Plan or Initiative, as applicable , including the issuance of the building permits, demolition permits , 4 -, ( grading penn its, site work permits, street vacations, parcels maps and any .other appro\lals for the Project. LGCRO, as an unincorporat~d association, shall not oppose the Initiative. However, its indivklual members and supp~rters, reserve the right to exen:ise their Free Speech rights to express Cl!lmpaign opposition to the initiative, should they choose lo do so . Nothing herein sh~JJ be ~onstrued to limit Petitioners' ~;~bility to oppose: (I) an amendment to the Jnitiative, as set forth in Section 8.2 .4 of Exh ibit D to the Initiative; or (2) any pro.posed changes to ihe Project made through the Architecture &Jld Site review, as set forth in Section 8.2.3 of Exhibit Dto the Initiative , P~(iO!l~~ shaJI not directlY or indirectly propose arty .amendments to the Initiative . Nodling herein shall be construed to limit the ability of LGCR.D, John Shepardson, ·and Andrew H. Wu to challenge any aclions taken by LC during construction if such construction is not as penni~ed by the Project Approval.s, proposed Specific Plan or Initiative, as appficable, including but not limited to demQiition or grading that is not as pennine<J by the Project Approvals, proposed Specific Plan or Initiative, as applicable, including -all pennits issued based on the Project Approva1s1 proposed Spec<ific Plan or Jnitialive, as applicable . · 4. Los OatQS' Qbligations. a . Projtct Administrltion. Los Oatos shall pr~s Jll n:quests for pennits and other approvals by LG ne«ssi,ry for i-mplem~ta•ion oftbe P.ro)ect in .an expeditioUs manner and in good faith. b. Non-Opposition. LOs Gatos $hall noJ take any actions to oppose or challenge, directly or indirectly, whether by lU.igation. actminisl~tivc prQCeSJ or oppo.sition, or otherwise, the lnitiati~e . Los Gatos agrees that it ~hall nQt place .a cou~cr-initiatjl'e meas.ur~ on the ballot with respect to the Projeci or the Initiative. Nothi!lg herein shall be construed to ·timit the individual members offhe Town CounciJ to suppon or oppose the Initiative. 5 . J>roirct Administration. The P~s agree that ~he Los Oatos C-ommunity Oe:vclopment Director shall exercise authoriiy with respect to tbe su~tia1 con .formity determinations fo.r the Prqect and the Al.bright Specific Plan in the same in~nn~r 'hat the Los Gatos Community Development Ojrector does -so in ~arzying out the duties of the Los Gat0s Community Development OiJ:ector w.ith respect to all other development projects in the Town of Los Gatos . L.os Gatos has submitte.d public comments received to-date to the consulting architect who Los Gatos has retained fot the Projecl . 6. Anomeys' fees and Costs: Enforcemen't oftbis Agreement . Except as expressly provided elsewhere in this Agreement, the Pethlonen.and· LG shall bear their own attomey.s' fecund -costs in 'fOnn~tion with the Project, the Litigation, and this J',greemen(. Except as pr.ovided by Section 2 .c, Petitioners ond LO. W!live any and all claims for attorney~· fe~s or costs they have or may have ag~iust e.ach other related in any way to the Litigation, the Property, ·and this Agreement.. If any Party perceives a breach of the Agreement, such Party shall give written notice .of such breach and provide ten (I 0) calendar days to cure the breach. 7. Entire Agreement. This Agreement (a) constitutes the entire agreement between the Panics concerning the su~jecl matter hereof; (b) supersedes any previous oral or written agreements concerning the subject matter hereof; and (c) shall not be modified except by a \\Tiling executed by the Party(ies) to be bound thereby. 8. Benefited/Burdened Panies. This Agreement shall be· binding upon and inure to the benefit of each ofthe Parties and their respective representatives, heirs.. devisees, successors and assigns. 9. Construction. Choice of Law and Venue . The tenns of this Agreement are the product of arms· length ncgmiations between the Parties, through their respective counsel of choice, and no provision shall be construed against the drafter thereof. This Agreement shall be governed by and construed in accordanc:e with the laws of the State of California. The venue for any disp·utes concerning this Agreement shall be in Santa Clara County. 10. Countemans and Elcettonic Execution. This AgTeement may be e~~:ecuted in counterpans which, taken together, shall constitute one and the same agreement. This Agreement may also be executed and/or delivered by facsimile and/or e.mail transmission and in such event all facsimile and'or email signatures shall be deemed originals for all purposes hereof. 1 I . Authority . Each signatory to this Agreement represents and warrants that he or she is authorized to sign this Agreement on behalf oft he Party for which he or she is signing, and thereby to bind that Party fully to the terms of this Agreement . 12 . Severability. If any term or provision in this Agreement is determined to be illegal or unenforceable, all other terms and provisions in this Agreement shall remain effective and shall be enforced to the full extent permit1ed by law. 13 . No Prior Assimmems . The Panics represent and warrant that they have not heretofore assigned or transfemd or purponed to assign or transfer, to any other person, entity, firm or corporation whatsoever, any claim, debt, liability, demand, obligation, expense, action or CAuses of action herein released. 14. Funber Assuooces. The Parties shall promptly perform, execute and deliver or cause to be performed, executed and/or delivered any and all acts, deeds and assurances, inc:luding the delivery of any documents, as either Party may reasonably require in order to carry out the intent and purpose of this Agreement. 15 . ~-All notices requi~d under this Asreement must be in writing, und may be given either personally or by registered or oenified mail (~tum receipt ~quested) or facsimile . Any Pany hereto may at any time, by giving ten ( 10) days' writ1en notice to the other Party hereto, designate any other person or address in substitution of the address to which such notice shall be given . Such notices shall be given to the Panies at their addresses set fonh below : To Petitioners: Rose M. Zoia Law Office of Rose M. Zoia 50 Old Courthouse Square Suite 401 Santa Rosa, CA 95404 Andrew H. Wu, Esq . 925 W. Hedding St . San Jose, CA 95 I 26 John Shepardson, Esq. 59 N. Santa Cruz Ave., #Q Los Gatos, CA 95030 !.Q..l&: Andrew B. Sabey Cox, Castle &. Nichol&on 555 California Street to"' Floor San Francisco, CA 941 04 To Los Gatos Robert Schultz Office of the Town At1omey 110 E. Main Street Los Gatos, CA 95030 16 . Nonwaiver. Unless otherwise expressly provided in this Agreement, no waive r b) 11 Party of any provision hereof shall be deemed to have been made unless expressed in writing and signed by such Party. No delay or omission in the exercise of any right or remedy accruing to either Pany upon 6 --· ,;,--- ( I( ( \ '-- ( any brel!ch under this Agreement shall impair such right or remedy or be construed as a waivtr of any such breach theretofore or th~reafter occurring . The waiver by a part of any breach of any ~erm , covenant or condition herein stated shall not be deemed to be a waiver of any olher term, covenant or condition . [Signatures On 1m Following Poge) 7 AGREED TO AND ACCEPTED AS OF THE EFFECTIVE DATE: Los Gatos Citizens for Responsible Development By: _______________________ _ Title:--------------- John Shepardson John SheJ>a:fdson, Individ~ually Andrew H . Wu c Andtew~Individually The Town of Los Gatos and Town Council of Los Gatos Signed:-------------- Steve Leonardis, MayoT APPROVED AS TO FORM: Rose M . Zoia, Esq. By :_W~· -=0"----_ RoseM . Zoia Attorney for Los Gatos Citizens for Respons ible Development, Jolin Shepardson , and Andrew H. Wu Robert Schultz, Esq . By: __ ~~~~~-------------­ Robert Schultz Attorney for the Town of Los Gatos and Town Council of Los Gatos LG Business Park. LLC By: ______________________ __ Title:-------------- An~w Sabey, Esq. By: ________________________ _ An~wSabey Attorney for LG Business Park, LLC 8 --1 This Page Intentionally Left Blank ~!