Attachment 1
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ORDINANCE NO.
AN ORDINANCE OF THE CITY OF MOUNTAIN VIEW
APPROVING A FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE
CITY OF MOUNTAIN VIEW AND LINKEDIN CORPORATION FOR THE LINKEDIN MIDDLEFIELD CAMPUS ON A 28.7-ACRE SITE
LOCATED AT 700-810 EAST MIDDLEFIELD ROAD AND 1100-1200 MAUDE AVENUE (APNs: 165- 38-001 and 165-38-009)
TO EXTEND THE TERM BY FIVE YEARS
WHEREAS, in order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs and risk of development, the Legislature of the State of California enacted Sections 65864 to 65869.5 of the Government Code, which authorizes a city to enter into a binding, long-term development agreement with any person having a legal or equitable interest in real property, establishing certain development rights in the property; and
WHEREAS, pursuant to Government Code Section 65864, the City of Mountain View (“City”) has adopted rules and regulations establishing procedures and requirements for consideration of development agreements, which procedures and requirements are contained in Section 36.54 et seq. of the City Code; and
WHEREAS, LinkedIn Corporation (“Applicant”) has a legal interest in certain real property located in the City consisting of approximately 28.7 acres and commonly known as 700-810 East Middlefield Road and 1100-1200 Maude Avenue (collectively, the “Property”). The Property is located within the East Whisman Mixed-Use Land Use Designation under the City’s 2030 General Plan (the “General Plan”), which was adopted on July 10, 2012 by Resolution No. 17710, and the area is subject to the P(41) East Whisman Precise Plan (the “Precise Plan”), adopted November 5, 2019 by Resolution No. 18397, with subsequent amendments adopted thereto on October 13, 2020 (Resolution No. 18508), November 9, 2021 (Resolution No. 18616), and November 12, 2024 (Resolution No. 18948); and
WHEREAS, the Applicant proposes to redevelop the Property by demolishing the buildings located at 700-810 East Middlefield Road and 1100-1200 Maude Avenue and building three new office buildings and two parking structures in the vacated areas of the Property, consistent with the Planned Community Permit and a Heritage Tree Removal Permit (the “Project”), approved by the City Council on November 27, 2018, by Resolution No. 18277; and WHEREAS, the City desires to advance the socioeconomic interests of the City and its residents by promoting the productive use of underdeveloped property and encouraging quality development and economic growth, thereby enhancing employment opportunities for residents, and expanding the City’s property tax base. The City also desires to establish certainty for the Attachment 1
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future development of the Property, which will advance the planning objectives of, and provide benefits to, the City; and
WHEREAS, the City and the Applicant entered into that certain Development Agreement By and Between the City of Mountain View and LinkedIn Corporation for the LinkedIn Middlefield Campus dated as of March 10, 2019 (the “Development Agreement”), pursuant to which the City and the Applicant agreed to certain terms with respect to the Project, allowing for flexibility in the timing and phasing of the Project development; and
WHEREAS, the complexity, magnitude and long-term build-out of the Project on an infill site would be difficult for the Applicant to undertake if the City had not entered into the Development Agreement to provide a sufficient degree of certainty in the land use regulatory and flexibility in entitlement duration to justify the substantial financial investment associated with the development of the Project; and
WHEREAS, the development of Phase 2 of the Project has been delayed and the Developer has requested that the City approve an amendment of the Development Agreement to extend the term to allow additional time for the Developer to build Phase 2 of the Project on account of those delays; and
WHEREAS, the City and Developer have negotiated the terms of the First Amendment to Development Agreement (the "First Amendment") to extend the term of the Development Agreement; and
WHEREAS, the City has determined that by entering into this First Amendment, (1) the City will ensure the productive use of underdeveloped property and foster orderly growth and quality development in the City; (2) development will proceed in accordance with the goals and policies set forth in the General Plan and Precise Plan and will implement the City’s stated General Plan and Precise Plan policies; (3) the City will receive substantially increased property tax and sales tax revenues; (4) the City will benefit from increased employment opportunities for residents of the City created by the retail businesses in the commercial space within the Project; and (5) the City will receive the public benefits provided by the Applicant for the residents of the City; and WHEREAS, the Zoning Administrator conducted a duly noticed public hearing on June 24, 2026 to consider the First Amendment, and recommended that the City Council approve the First Amendment based on requisite findings; and
WHEREAS, the City Council held a duly noticed public hearing on October 13, 2026 to consider and act upon the First Amendment and duly considered the previously certified 700 East Middlefield LinkedIn Office Project Environmental Impact Report (State Clearinghouse No. 2017092025), the Development Agreement, the First Amendment, the recommendations of the Zoning Administrator, the comments of the Public, both oral and written, and all written materials in the record connected therewith;
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOUNTAIN VIEW DOES HEREBY ORDAIN AS FOLLOWS:
Section 1. On November 27, 2018, the Mountain View City Council certified a Final Environmental Impact Report (SCH No. 2017092025) by Resolution No. 18276, which analyzed the potential environmental consequences of the Project, and adopted Statement of Overriding Considerations, CEQA Findings, Mitigation Measures, and a Mitigation Monitoring and Reporting Program.
The First Amendment does not alter the project conditions assessed in the adopted EIR. The Project would not create any new significant environmental effects or substantially increase the severity of previously identified significant effects that had been previously identified in the Final Environmental Impact Report. Therefore, no further environmental review is required.
Section 2. The City Council of the City of Mountain View hereby makes the following findings to support the First Amendment pursuant to Sections 36.54.15(a), 36.54.15(d), and
36.54.40 of the City Code:
a. The amendment to the Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan and any specific plan or Precise Plan and intent of Chapter 36 (Zoning) of the City Code. The amendment to the Development Agreement authorizes a five-year extension for Phase 2 of a 429,491 square foot office development and is consistent with the objectives, policies, general land uses, and programs specified in the General Plan for the High-Intensity Office Land Use Designation and the East Whisman Precise Plan, which allow intensities up to 1.0 floor area ratio (FAR) for highly sustainable developments which provide innovative site, architectural, and landscape designs and transportation demand management measures which support the City’s goals for reducing trips and improved bicycle and pedestrian circulation in area.
The Project aligns with several land use and transportation policies, such as LUD 3.1 (Land use and transportation) by proposing higher-intensity development within one-half mile of public transit service and along major commute corridors; and LUD 8.3 (Enhanced publicly accessible bicycle and pedestrian connections) by incorporating enhanced, publicly accessible bicycle and pedestrian connections as part of the project design and improvements.
The Project provides LEED® Platinum-designed buildings which incorporate roof-mounted photovoltaic panels to generate energy for the site, native plantings, planted terraces and roofs, and the use of recycled water inside the buildings and for the landscaping; and a Transportation Demand Management (TDM) Program which will reduce peak-hour trips to the site by 22%.
Furthermore, the Project meets the East Whisman Precise Plan’s Employment Area South targets, providing a pedestrian and bicycle path through the campus and a large open space along the Middlefield Road frontage. It complies with design standards for streetscape and frontages by incorporating a distinctive building and open space design at the prominent corner of East Attachment 1
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Middlefield Road and the State Route 237 service road intersection. The Project is also consistent with the applicable development standards and guidelines outlined in Chapter 36 (Zoning) of the City Code, including, but not limited to, water-efficient landscaping and parking standards; b. The amendment to the Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. The Project design clearly demonstrates superior site and building design and compatibility with surrounding uses and developments within the P(41) East Whisman Precise Plan by providing appropriate building setbacks from the public right-of-way, innovative architecture which responds to the project site and surroundings, the implementation of birdsafe building design, providing all the project parking within parking structures, and a highintensity office use compatible with the surroundings. Approval of a five-year extension of Phase 2 would improve the likelihood that the Project will ultimately be completed; c. The amendment to the Development Agreement is in conformity with the public convenience, general welfare, and good land use practice. The Project was designed and entitled in 2018 and was found to be in conformity with the public convenience, general welfare, and good land use practice. The proposed office use is also an allowed land use under the East Whisman Precise Plan High-Intensity Employment Character Area (South) and is compatible with surrounding office developments. The Project design includes campus open spaces and new public path connections through the office campus to surrounding neighborhoods. Approval of a five-year extension of Phase 2 would improve the likelihood that the Project will ultimately be completed;
d. The amendment to the Development Agreement will not be detrimental to the health, safety, and general welfare of the community. The proposed office development will not be detrimental to the health, safety, and general welfare of the community because it is consistent with the policies and development standards of the General Plan, P(41) East Whisman Precise Plan, and applicable Building and Fire Codes;
e. The amendment to the Development Agreement will not adversely affect the orderly development of property or the preservation of property values. The development of the Property with office buildings will not adversely affect the orderly development of property or preservation of property values because the project is compatible with the surrounding office developments in the East Whisman Precise Plan Employment Character area; f. The amendment to the Development Agreement is needed by the applicant due to the complexity, cost, or infrastructure requirements for development. The amendment would allow for flexibility in the timing and phasing of the project because construction of a project of this size and extent would otherwise exceed the City’s standard approval and permit extension periods. Moreover, circumstances beyond the applicant’s control, including the impacts of the COVID-19 pandemic,supply chain shortages, labor issues, current economic conditions (including interest rates and construction costs), and the significant post-pandemic shift in office use operations, result in the applicant needing additional time to complete the Project (i.e., Phase 2); Attachment 1
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g. The amendment to the Development Agreement is advantageous to and benefits the City. The Applicant has provided significant public contributionsin accordance with the terms of the Development Agreement. As part of the original seven-year term for the 1.08 million square foot office development (effective on January 10, 2019, thirty days after the second reading of Ordinance No. 16.18), the applicant paid a $350,000 public benefit fee along with other contributions, such as a $10,000,000 prepayment of the Housing Impact Fee. The initial expiration date was subject to an automatic extension of 48 days to February 27, 2026 due to the pandemic-related moratorium on construction imposed in 2020. In January 2022, the Applicant contributed an additional $150,000 in public benefit fees in exchange for a one-time, three-year extension of the Development Agreement (to February 27, 2029). The First Amendment requires the Applicant to provide an additional $1,600,000 in public benefit fees in exchange for an additional five-year extension (to February 27, 2034) to complete Phase 2 of the Project, totaling 429,491 square feet of net new floor area. These public benefit fees, combined with the increased likelihood that Phase 2 of the project will ultimately be completed, result in a development agreement that is advantageous to and benefits the City; h. The amendment to the Development Agreement complies with the California Environmental Quality Act (CEQA). Approval of the First Amendment complies with CEQA (Pub.
Res. Code, § 21000, et seq.) pursuant to a previously adopted Project Environmental Impact Report (EIR), and none of the circumstances in CEQA Guidelines (Cal. Code Regs., Title 14) Sections 15162 and 15163 are present. Therefore, no further environmental review is required.
The EIR for the Project, adopted by the City Council on November 27, 2018 (State Clearinghouse # 2017092025), concluded that all significant impacts of the project would be reduced to lessthan-significant levels with the incorporation of mitigation measures and standard City conditions of approval, except for five significant and unavoidable intersection impacts, for which a Statement of Overriding Considerations and a Mitigation, Monitoring, and Reporting Program (MMRP) was adopted. The First Amendment does not alter the project conditions assessed in the adopted EIR. The First Amendment does not result in any changes to the Project, and no revisions to the EIR are required. There have been no changes to the circumstances under which the Project is undertaken that would require any revisions of the EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. There has been no new information of substantial importance which was not known and could not have been known with the exercise of reasonable diligence at the time the EIR was certified as complete, which shows any of the following: (i) the Project will have one or more significant effects not discussed in the EIR or negative declaration; (ii) significant effects previously examined will be substantially more severe than shown in the EIR; (iii) mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the Project, but the project proponent declines to adopt the mitigation measure or alternative; or (iv) mitigation measures or alternatives which are considerably different from those analyzed in the EIR would substantially reduce one or more significant effects on the environment, but the project proponent declines to adopt the mitigation measure or alternative;
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i. The amendment to the Development Agreement for the project has been reviewed by the City Attorney. The First Amendment has been reviewed by the City Attorney; and j. The City has determined that the project is a development for which a Development Agreement is appropriate. The First Amendment will improve the potential for the project to be constructed in an orderly fashion, along with the significant project benefits, such as the financial contributions by the applicant, and otherwise achieve the goals and purposes of Chapter 36, Article XVI, Division 14, of the City Code related to Development Agreements, including meeting the required contents of a development agreement as set forth in Section 36.54.20.
Section 3. The City Council finds that entering into that certain amendment to Development Agreement entitled “FIRST AMENDMENT TO DEVELOPMENT AGREEMENT” is consistent with the City’s General Plan, the East Whisman Precise Plan, and the Zoning Ordinance, and provides substantial public benefits to persons residing or owning property outside the boundary of the Property, which exceed the exactions for public benefits required in the normal development review process under Federal, State, or local law. The City Council further finds that the First Amendment is in compliance with the Government Code, Sections 65864 through 65869.5, and Chapter 36, Article XVI, Division 14, of the Mountain View City Code and, therefore, may be approved.
Section 4. The City Council hereby approves the First Amendment to Development Agreement attached hereto as Exhibit A, which shall be dated upon execution by the parties on or following the effective date of this Ordinance.
Section 5. The City Council authorizes and directs the City Manager to execute the First Amendment to Development Agreement in substantially the form attached hereto as Exhibit A, subject to minor technical conforming changes as may be approved by the City Attorney.
Section 6. The provisions of this Ordinance shall be in full force and effect from and after thirty (30) days from and after the date of its final passage.
Section 7. If any section, subsection, sentence, clause, or phrase of this ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the other remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared unconstitutional.
Section 8. Pursuant to Section 522 of the Mountain View City Charter, it is ordered that copies of the foregoing proposed ordinance be posted at least two (2) days prior to its adoption in three (3) prominent places in the City and that a single publication be made to the official Attachment 1
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newspaper of the City of a notice setting forth the title of the ordinance, the date of its introduction, and a list of the places where copies of the proposed ordinance are posted. – – – – – – – – – – –
Exhibit: A. Draft First Amendment to Development Agreement 1 104856\19524185v2
ACCOMMODATION RECORDING
REQUESTED BY:
First American Title Insurance Company
National Commercial Services
AND WHEN RECORDED
RETURN TO:
Lease Administrator
LinkedIn Corporation
845 West Maude
Sunnyvale, CA 94085
This document is exempt from payment of a
recording fee pursuant to California
Government Code Section 27383 and 27388.1.
(Space Above Line for Recorder’s Use Only)
APNs: 165-38-009 and 165-38-001
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “First Amendment”) is made and entered into by and between the CITY OF MOUNTAIN VIEW, a California charter city and municipal corporation (the “City”), and LINKEDIN CORPORATION, a Delaware corporation (“Owner”), pursuant to Government Code Section 65864 et seq. and Section 36.54 of the Mountain View City Code (“Development Agreement Legislation”).
RECITALS
A. In order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development, the California Legislature enacted the Development Agreement Legislation, which authorizes the City and any person holding a legal or equitable interest in the subject real property to enter into a development agreement, establishing certain development rights in the property, which is the subject of the development project application.
B. Pursuant to the Development Agreement Legislation, the City has adopted procedures and requirements for consideration of development agreements, including amendments thereto, which were codified in Section 36.54 et seq. of the Mountain View City Code (“City Code”). This Amendment has been processed, considered, and executed in accordance with such procedures and requirements.
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C. Owner has a legal interest in certain real property located in the City consisting of approximately 28.7 acres and commonly known as 1100 and 1200 West Maude Avenue, and 700, 760, 770, 780, 790, 800, and 810 East Middlefield Road (collectively, “Property”).
D. City and Owner entered into that certain DEVELOPMENT AGREEMENT BY
AND BETWEEN THE CITY OF MOUNTAIN VIEW AND LINKEDIN CORPORATION FOR THE LINKEDIN MIDDLEFIELD CAMPUS, dated March 10, 2019, and recorded in the Official Records of Santa Clara County (“Official Records”) on September 9, 2019 as Document No. 24274803 (“Development Agreement”). The Development Agreement, which remains in full force and effect, was adopted by Ordinance No. 16.18 on December 11, 2018. The Effective Date of the Development Agreement is January 10, 2019. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Development Agreement.
E. Pursuant to Section 1.3 (Expiration Date) of the Development Agreement, the initial Term of the Development Agreement was seven (7) years with an Expiration Date of January 10, 2026. In accordance with Section 6.3 (Extension of Term Due to Moratoria) of the Development Agreement, the initial Term was extended for 48 days due to the pandemic-related moratorium on construction imposed in 2020, resulting in a new Expiration Date of February 27, 2026.
F. The Expiration Date was subsequently extended to February 27, 2029 under Section 1.3 of the Development Agreement, which provides Owner with a one (1) time extension for up to three (3) years if Owner has obtained a Certificate of Occupancy for at least one (1) of the new Buildings to be constructed on the Property, subject to written notice and payment of an extension public benefit payment of One Hundred Fifty Thousand Dollars ($150,000.00). By written notice dated January 26, 2022, Owner has obtained the required Certificate of Occupancy, remitted the public benefit payment, and exercised its right to extend the Term of the Development Agreement for an additional three-year period.
G. The Development Agreement establishes vested development rights to approximately 612,033 square feet of net new floor area comprised of three (3) new office buildings and two parking structures. To date, Owner has completed Phase 1 of the Project, which is an office building with 182,542 net new square feet, or 29.8% of the total entitled net new floor area. Phase 2 of the Project consists of two (2) additional office buildings with 429,491 square feet of net new floor area. As described in Recital K(1) and (2) below, as part of Phase 1, Owner has made payments for certain public benefits, the amount of which payments exceeds the amount that was due on a pro rata basis for the office building completed in Phase 1. The extension of the Term pursuant to this Amendment will allow for the remaining public benefit payments to be paid in connection with the completion of the remaining 429,491 square feet of net new floor area in Phase 2.
H. Due to delays in Owner’s redevelopment efforts related to the Covid-19 pandemic, supply chain shortages, labor issues, evolving market conditions and Owner’s need for office space, interest rate and operating expense increases, and other factors beyond Owner’s control, Owner desires to amend the Development Agreement and satisfy the condition precedent stated in Section 4 below to extend the Term of the Development Agreement so that it has sufficient time to utilize the vested development rights for the remaining 429,491 square feet of net new floor area 104856\19524185v2
in Phase 2. Such extension would extend the Term for an additional five (5) years, which would result in a total Term of 15 years from the Effective Date, and a new Expiration Date of February 27, 2034.
I. Section 6.7 (Amendment by Mutual Consent) of the Development Agreement provides that it may be amended in writing by mutual consent of the parties, subject to approval by the City Council, and in accordance with the procedures of State law and City Code.
Government Code Section 65868 authorizes amendments by mutual consent of the parties to the agreement, subject to noticing and hearing requirements in Government Code Section 65867 and subject to findings of consistency in Government Code Section 65867.5. City Code Section
36.54.40(a) authorizes either party to propose an amendment to a development agreement.
J. The purpose of the Development Agreement and this First Amendment is to further facilitate the implementation of the General Plan through the development of the Project, thereby realizing the public benefits to the City and private benefits to Owner described in the Recitals in both the Development Agreement and the First Amendment. The development of the Project requires a major investment by the Owner in making certain substantial payments to the City, including, without limitation, the East Whisman Development Impact Fees, Housing Impact payments, school district fees, plan documentation fees, payments to the Department of Public Works, and a public benefit payment in consideration of the additional floor area ratio (FAR) granted to the Project. Owner would be unable to make and realize the benefits from such commitments of land and resources without the assurances of a realized Project provided by this First Amendment. The City has determined that the granting of such assurances is necessary to enable the Owner to undertake the development of the Project and thereby provide and achieve the public purpose and the benefits of the Project. These benefits include furthering the policies in the General Plan to create jobs and improve the City’s jobs/housing balance and economic development, creating an employment center that will enhance the image and identity of Mountain View, and providing Owner with sufficient certainty and predictability in the development process to induce the Owner to incur substantial commitments to construct at its sole expense certain public improvements required by the City in connection with the Project, including, without limitation, sidewalks, roads, streets, curbs, gutters, medians, traffic signals, water, sewers, storm drains and a cycle track along the Hwy 237 Frontage Road.
K. Owner has demonstrated its commitment to completing Phase 2 of the Project in the following manner:
1. Under Condition of Approval 62 for the Project, Owner is required to pay the City a total of $11,000,000 as a public benefit for Bonus FAR for the Project. Of this amount, $5,500,000 was paid before commencement of the construction of Phase 1, representing 50% of the obligation, even though only 29.8% of the entitled floor area was constructed in Phase 1. This results in a $2,200,000 pre-payment of this public benefit payment attributable to Phase 2. The remaining public benefit fee balance of $5,500,000 will be paid prior to the issuance of Phase 2 building permits;
2. Under Section 3.1(b) (Future East Whisman Development Impact Fees) of the Development Agreement and Condition of Approval 61, Owner is required to pay East Whisman Fees, notwithstanding that the City had not yet adopted a development impact 104856\19524185v2
fee ordinance for the East Whisman Precise Plan area as of the Effective Date. The Development Agreement established the impact fee based on an estimated amount of $31.05 per net new square footage of floor area. The East Whisman Impact Fee was subsequently established to be $10.75 per square foot of net new gross floor area. The Development Agreement provides that if the East Whisman Fees as formally established are less than $31.05 per square foot, then Owner will be entitled to a credit against future East Whisman Fees payable by the Project. At the initiation of Phase 1, LinkedIn paid East Whisman Fees of $5,667,929.10. Based on the current (Fiscal Year 2025-26 City of Mountain View Fee Schedule) East Whisman Fees of $12.27 per square foot, the City received an overpayment of approximately $3,428,138.76 in East Whisman Fees for Phase 1, equivalent to approximately 279,392 square feet of net new square footage of floor area, which amount will be credited towards the East Whisman Development impact fee payment. The East Whisman Fees due for Phase 2 of the project are estimated to be based on approximately 150,099 square feet of net new square footage of floor area, and are estimated to total approximately $1,841,714.73;
3. Under the Conditions of Approval for the Project, Owner is required to construct at its sole cost certain public improvements required by the City in connection with the Project including, without limitation, sidewalks, roads, streets, curbs, gutters, medians, traffic signals, water, sewers, storm drains and a cycle track along the Hwy 237 Frontage Road. Owner has completed all of the public improvements, except the cycle track. The cost of the public improvements completed in Phase 1 but not required for Phase 1 is approximately $7,000,000. By doing so, Owner has made a substantial investment benefiting the City beyond what would have been required under Phase 1 alone. The cycle track will be installed during Phase 2 construction, completing all public improvement obligations associated with the Project;
4. Under Conditions of Approval 7, 8 and 9, Owner is required to maintain certain areas and improvements available to the public as publicly accessible, privately owned open space, including, without limitation, pedestrian sidewalks, walkways, plazas and the large landscaped open space on the East Middlefield Road frontage. As part of the construction of Phase 1, Owner has completed approximately 50% of the publicly accessible open space improvements for the Project, which has been available to the public for its use and enjoyment; and
5. In January 2019 and prior to the issuance of building permits for Phase 1, Owner established for the benefit of the City a $10,000,000 revolving loan for the purpose of financing the development of below-market rate housing within the City. This amount is $5,200,000 more than Owner is obligated to pay for housing impact fees for Phase 1 of the Project, representing a significant pre-payment of housing impact fees in anticipation of Phase 2.
L. By this First Amendment, City and Owner desire to amend the Development Agreement to reflect the foregoing, in accordance with the terms and conditions set forth herein.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Owner hereby agree as follows:
1. Incorporation of Recitals. The Recitals to this Amendment are true and correct and incorporated herein as if set forth in full.
2. Extension of Term. Section 1.3 of the Development Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
1.3 Expiration Date. The initial Term of the Development Agreement commenced on the Effective Date (January 10, 2019) for a seven (7) year period, with an initial expiration date of January 10, 2026. The initial expiration date was subject to an automatic extension for 48 days to February 27, 2026, and was subsequently extended by an additional three (3) year period to February 27, 2029 pursuant to the terms of the Development Agreement and mutual consent of the parties. Except as the Term may be extended in accordance with Section 6.3, the Term of the Development Agreement pursuant to this First Amendment shall expire on February 27, 2034 (“Expiration Date”).
Notwithstanding the foregoing, if, prior to the Expiration Date, Owner has caused a building permit for the Project to be issued, commenced construction pursuant thereto, and thereafter diligently maintained such building permit in active status in accordance with the applicable provisions of the California Building Code and any applicable local amendments, then Owner’s vested rights under this Development Agreement shall vest upon commencement of construction and shall survive the expiration of this Development Agreement.
For purposes of clarification, (i) vesting shall occur only upon issuance of a building permit for new construction and commencement of construction authorized thereby, and approval of a building permit application alone shall not constitute vesting; (ii) following vesting, the vested rights granted under this Development Agreement shall apply to and remain effective for the entirety of the Project, including all buildings, phases, and improvements authorized by the approved Project approvals and building permit, notwithstanding that construction may proceed in phases or one building at a time; (iii) vested rights for the entire Project shall continue in full force and effect so long as Owner maintains at least one active building permit for new construction and continues construction activity sufficient to prevent expiration or invalidation of such permit under the applicable provisions of the California Building Code and any applicable local amendments; and (iv) in all cases, the vesting of rights shall not exceed beyond 10 years from the issuance date of the first building permit used for purposes of vesting. The completion, suspension, or delayed commencement of construction of any individual building or phase of the Project shall not, by itself, terminate or diminish the vested rights applicable to the remainder of the Project. 104856\19524185v2
3. Adoption of Ordinance. This First Amendment was approved by the City Council of the City by way of Ordinance No. _______, which was finally adopted on ________, 2026 and became effective thirty (30) days thereafter (“First Amendment Effective Date”).
4. Condition Precedent. Notwithstanding any provisions to the contrary, this First Amendment shall be effective upon satisfaction of the following condition precedent: receipt of payment in the amount of One Million Six Hundred Thousand Dollars ($1,600,000.00) by City from Owner within sixty (60) days after the First Amendment Effective Date.
5. No Other Modifications. Except as set forth herein, the Development Agreement is and shall remain in full force and effect and unamended. The Development Agreement and this First Amendment shall hereafter be collectively referred to as the Development Agreement. The Development Agreement, as amended herein, integrates all of the terms and conditions of agreement between the parties and supersedes all previous agreements between the parties with respect to the subject matter herein.
6. Scope of Amendment. To the extent that any inconsistency arises between the Development Agreement and this First Amendment, the terms of the Development Agreement shall be controlling unless expressly stated otherwise.
7. Interpretation. The parties acknowledge that this First Amendment is the product of negotiation and compromise on the part of both parties, and the parties agree, that since all have participated in the negotiation and drafting of this First Amendment, this First Amendment shall not be construed as if prepared by one of the parties, but rather according to its plain and fair meaning as a whole, as if all parties had prepared it.
8. Recordation. No later than ten (10) days after this First Amendment is fully executed and acknowledged by both Parties, the Clerk of the City shall record, at Owner’s expense, a copy of this First Amendment in the Official Records. Owner shall be responsible for all recordation fees, if any.
9. Severability. If any term or provision of this First Amendment, or the application of any term or provision to a specific situation, is found to be invalid, void, or unenforceable, the remaining terms and provisions of the Development Agreement and this First Amendment shall continue in full force and effect.
10. Signatures. The individuals executing this First Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter into and execute this First Amendment on behalf of Owner, including all persons or entities with a legal or equitable interest in the Property and the City. This First Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Signatories shall defend, indemnify, and hold harmless the City, and its agents, officers, and employees from any challenge related to the authority of any person or persons signing this First Amendment.
11. Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.
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12. Further Assurances. Each of Owner and City shall, when requested to do so by the other party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered any and all such further documents and do any and all other acts as may be necessary to carry out the intent and purpose of this First Amendment. [Signatures on Following Pages]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the First Amendment Effective Date.
NOTARY REQUIRED ON ALL SIGNATURES
“OWNER”
LINKEDIN CORPORATION,
a Delaware corporation
By: _________________________
Name:
Title:
Taxpayer ID No. 47-0912023
[Signatures Continue on Following Page]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date first above written.
“CITY”
CITY OF MOUNTAIN VIEW,
a California charter city and municipal
corporation
By: _________________________
City Manager
By: _________________________
City Clerk
APPROVED AS TO CONTENT:
_____________________________
Name:
Title:
FINANCIAL APPROVAL:
_____________________________
Finance and Administrative
Services Director
APPROVED AS TO FORM:
_____________________________
City Attorney
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STATE OF CALIFORNIA )
) ss.
COUNTY OF SANTA CLARA )
On this ___ day of ______________, 2026, before me, _______________________________, Notary Public, personally appeared__________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
______________________________
Notary Public
104856\19524185v2
STATE OF CALIFORNIA )
) ss.
COUNTY OF SANTA CLARA )
On this ___ day of ______________, 2026, before me, _______________________________, Notary Public, personally appeared__________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
______________________________
Notary Public
104856\19524185v2
STATE OF CALIFORNIA )
) ss.
COUNTY OF SANTA CLARA )
On this ___ day of ______________, 2026, before me, _______________________________, Notary Public, personally appeared__________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
______________________________
Notary Public