CITY COUNCIL REGULAR MEETING AGENDA PACKET

Development may recommend to the City Council that it terminate or modify this Agreement by giving notice of its intention to do so, in the manner set forth in California Government Code §65867 and §65868. The costs incurred by City in connection with the Periodic Review process described herein shall be the responsibility of the Developer. Section 6.6 California Law. This Agreement shall be construed and enforced in accordance with California Law. Section 6.7 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Section 6.8 Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns, representatives, and all other persons acquiring all or a portion of the Project Site, or any interest therein, whether by operation of law or in any manner whatsoever, including, without limitation, purchasers or ground lessees thereof. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law including, without limitation, California Civil Code Section 1468. Section 6.9 Assignment of Interests, Rights and Obligations. Developer may transfer or assign all or any portion of its interests, rights or obligations under this Agreement, the Project Approvals or Subsequent Approvals to any affiliate of Developer or any third-parties acquiring an interest or estate in the Project Site or any portion thereof. Section 6.10 Exhibits. The following exhibits are attached to this Agreement and incorporated herein for all purposes: DA EXHIBIT A-1 Legal Description of Project Site DA EXHIBIT A-2 Diagram of Project Site DA EXHIBIT B PUD Development Plan (PUD-147) and Vesting Tentative Map (Tract 8522) DA EXHIBIT C Affordable Housing Agreement DA EXHIBIT D List of City Development Impact Fees and Exactions DA EXHIBIT E Estimate of City Development Impact Fees and Exactions DA EXHIBIT F Diagrams of Trail and Foothill Road Improvements Section 6.11 Notices. Any notice or communication required hereunder between City and Developer must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by FedEx or other similar courier promising overnight delivery to the respective addresses specified by each Party. Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or Page 159 of 454