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HomeMy WebLinkAbout85-07 - Resolutions RESOLUTION NO. 85-07 • A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF RANCHO CUCAMONGA RECOMMENDING TO THE CITY COUNCIL APPROVAL OF A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF RANCHO CUCAMONGA AND CARYN DEVELOPMENT COMPANY, KAUFMAN AND BROAD LAND COMPANY, AND MARLBOROUGH DEVELOPMENT CORPORATION, IN RELATION TO THE PROPERTY GENERALLY LOCATED BETWEEN THE EXTENSION OF BANYAN AVENUE AND THE PROPOSED FOOTHILL FREEWAY ON THE NORTH AND SOUTH, AND BETWEEN THE EXTENSION OF ROCHESTER AVENUE AND MILLIKEN AVENUE ON THE EAST AND WEST. WHEREAS, the City of Rancho Cucamonga has initiated annexation proceedings for the above-described property; and WHEREAS, the Planning Commission, following a duly held public hearing is recommending approval of the Caryn Planned Community on said • property to the City Council ; and WHEREAS, The Planning Commission, following a duly held public hearing has approved TT12642 for a portion of the property; and WHEREAS, it has been determined that the development of the property in accordance with the Caryn Planned Community/Development Plan text within the City limits would be beneficial to the public purposes of the City, in that the property, developed in a manner authorized by the development approvals would be consistent with the City's General Plan; and WHEREAS, the implementation of said development in accordance with the Planned Community/Development Plan can be best accomplished through the provisions of the attached Development Agreement (which is by reference incorporated herein) . NOW, THEREFORE, the Planning Commission of the City of Rancho Cucamonga does hereby resolve to recommend to the City Council approval of the attached Development Agreement upon annexation of the property to the City of Rancho Cucamonga. • PLANNING COMMISSION RESOLUTION , . January 9, 1984 Page #2 • APPROVED AND ADOPTED THIS 9TH DAY OF JANUARY, 1985. PLANNI : ' MISSION OF THE CITY OF RANCHO CUCAMONGA 1 ll Dennis L , tou airp.n ATTEST: AIL -*' . W —... • 'ck .o!T*Peputy Secretary I, Rick 3omez, Deputy Secretary of the Planning Commission of the City of Rancho C amonga, do hereby certify that the foregoing Resolution was duly and regularly introduced, passed, and adopted by the Planning Commission of the City of Rancho Cucamonga, at a regular meeting of the Planning Commission held on the 9th day of January, 1985, by the following vote-to-wit: AYES: COMMISSIONERS: STOUT, MCNIEL, BARKER, CHITIEA, REMPEL • NOES: COMMISSIONERS: NONE ABSENT: COMMISSIONERS: NONE • (i• ) DEVELOPMEN AGREEMENT • THIS DEVELOPMENT AGREEMENT ( the "Agreement" ) is made and entered into this day of 1985 , by the CITY OF RANCHO CUCAMONGA ( "City, " ) a municipal corporation, THE CARYN DEVELOPMENT COMPANY ( "Caryn, " ) a California corporation, KAUFMAN AND BROAD LAND COMPANY ( "K & B, " ) a California corporation , and MARLBOROUGH DEVELOPMENT CORPORATION ( "MDC, " ) a California corporation. Caryn , K & B and MDC are sometimes herein referred to collectively as "Owner . " RECITALS Caryn , K & B, and MDC have ownership interests in the real property described in Exhibit A which is attached to this Agreement and a part of it ( "the Property" . ) On December 19 , 1984 , the parties to this Agreement entered into an Annexation • Agreement setting forth the conditions under which they would consent to the annexation of the Property to City. Section 4 .1 of the Annexation Agreement provides that as a condition of annexation, City will confirm the terms of Article 4 of the Annexation Agreement, and such other provisions of the Annexation Agreement as have yet to be performed, as a development agreement. This is that development agreement . It shall be effective upon the annexation of the Property to City, and it is adopted in compliance with and pursuant to Sections 65864 and following of the Government Code after hearings before and review by the Planning Commission and City Council • of City. e4�" f,}�' 3 . 4 Maintenance Assessment District 13 • 4 . 0 Termination Date ; Expiration 13 5 .0 Review 13 5 .1 Annual Review 13 5 .2 Independent Review 14 6 .0 Remedies Upon Default 15 6 .1 Owner 's Remedies 15 6 .2 City 's Remedies 15 6 .3 Actions of Other Agencies 15 7 .0 Amendment or Cancellation 16 8 .0 Further Assurances and Additional Actions by City . . 17 9 .0 Notices 17 10 .0 Assignment 18 11 . 0 Entire Agreement 18 • 12 .0 Severability 19 13 .0 Independent Contractors 19 EXHIBIT A _ Property Description EXHIBIT B Planned Community Text/Development Plan EXHIBIT C Tentative Map Approval EXHIBIT D Parcel Map Approval EXHIBIT E Caryn ' s Park Development Plan 411 DEVELOPMENT AGREEMENT • TABLE OF CONTENTS RECITALS 1 1 .0 City Development Approvals 2 1 . 1 Planned Community Zone , Text , Subdivision Map, and Parcel Map 2 1 . 2 Environmental Review 3 2 .0 Owner ' s Rights and Duties 3 2 .1 Right to Develop 3 2 .2 Reliance on Approvals 4 2 . 3 Development as Approved 5 2 . 4 Dedications 5 2 . 5 Improvements 6 2 .6 Utility Easements 7 • 2 .7 Park Site 7 2 .8 Grading 7 2 .9 Fees 8 a . School Fees 8 b . Building Permit and Construction Fees 8 c . Storm Drain Fees 9 d . Recreation and Park Fees 9 e . Traffic Mitigation Fee 9 f . Other Fees 9 3 . 0 Assessment Districts and Public Financing Methods . . . 10 3 . 1 Mello-Roos and Lighting and Landscaping Districts . 10 3 .2 1913 Act Assessment District 10 • 3 . 3 Mortgage Revenue Bonds 11 The City: has determined that the development of the Property in a manner authorized by this Agreement would be • consistent with the City 's General Plan . Therefore , in consideration of the promises , mutual covenants herein contained, and for other good and sufficient consideration , the receipt of which is hereby acknowledged, the parties agree as follows : 1 .0 City Development Approvals . 1 . 1 Planned Community Zone , Text , Subdivision Map, and Parcel Map. Pursuant to California Government Code Section 65859 , City has prezoned the residential portion of the Property as Planned Community, which zoning classification is effective upon the annexation of the Property to the City. A Planned Community Text/Development Plan has been adopted by the • City for Phase I and subsequent phases of development of the Property. It is attached to this Agreement as Exhibit B and a part of it . Owner has submitted to the City for its approval , (pursuant to California Government Code Section 66454 ) , Tentative Tract Map No. 12642 and an application for parcel map approval as contemplated by the Certificate of Compliance issued by the County. The resolution of the City Council approving Tentative Tract Map No . 12642 is attached to this Agreement as Exhibit C and a part of it . The resolution of the Planning Commission approving Parcel Map No. 8617 is attached to this Agreement as Exhibit D and a part of it . As used in this Agreement, the term "City Development • Approvals " shall mean and refer to the approvals described -2- above in this Section 1 .1 of the zoning , Planned Community • Text/Development Plan, tentative map approval , and parcel map approval , and the provisions of this Agreement . 1 . 2 Environmental Review . City agrees to undertake all necessary and appropriate review and evaluation of the potential environmental impact of the development of the Property in accordance with the City Development Approvals, and shall be the "lead agency" for purposes of the California Environmental Quality Act. The City shall cause the environmental processing and evaluation necessary for the development of the Property in accordance with the Development Approvals to be obtained on a timely basis and in conformity with all applicable legal requirements . • 2 . 0 Owner ' s Rights and Duties . 2 .1 Right to Develop. Owner shall have the right to subdivide the Property and to construct single family residences as contemplated by, and subject only to the City Development Approvals and compliance with existing laws and ordinances , provided Owner shall comply with the provisions of the uniform building and safety codes of the City then in effect, subject to the provisions of Section 2.9 of this Agreement concerning fees . City shall not take any action which is in conflict with the development of the Property in conformity with the City Development Approvals . City further agrees to act with reasonable diligence and in an expeditious • manner in reviewing and acting upon submittals , applications , or requests for permits, approvals or other authorizations -3- consistent with the City Development Approvals . City may, pursuant to California Government Code Section 65866 , apply new • rules, regulations and policies for the development of the Property which are not in conflict with those rules , regulations and policies applicable at the time of the City Development Approvals and which do not frustrate the purpose of this Agreement , or in any other manner materially and adversely affect the development of the Property consistent with the City Development Approvals . 2 . 2 Reliance on Approvals . Owner shall at all times until the "Termination Date" (as hereinafter defined ) have the right to develop the residential portion of the Property in accordance with the rules , regulations , and ordinances applicable to development of real property existing as of the date of the City Development Approvals , subject to any matter , • prohibition , restriction or approval of such development which is subject to the authority or jurisdiction of a governmental agency other than the City or a political subdivision of the City. Without limiting the generality of the foregoing, City agrees that the only planning, zoning, design, density, height limitations , use limitations , parking requirements , grading, subdivision , environmental , architectural and development standards and requirements to be applied to the residential portion of the Property by the City shall be those contained in ordinances and rules and regulations in effect on the date of the City Development Approvals (as the same may have been the subject of any duly enacted variance or other discretionary • -4- modification procedure embodied in the City Development • Approvals ) , and that such standards and restrictions shall continue to govern the development of the residential portion of the Property irrespective of any changes made hereafter to such ordinances , rules or regulations . 2 . 3 Development as Approved . Owner agrees that it will not develop the Property in a manner materially inconsistent with the City Development Approvals . Owner agrees that its development of the Property will be subject to the reservations and/or dedications provided for in the final subdivision tract map for the Property to the extent required by the City Development Approvals . 2 . 4 Dedications . Following the issuance of the City Development Approvals and the annexation of the Property to the • City, the Owner shall offer , and the City shall accept for maintenance , (a ) the dedication of each major and minor roadway on the Property ( including without limitation proposed Banyon Avenue, and the so-called loop roads ) , and all other public improvements , as each is substantially completed by or on behalf of Owner in accordance with the final map and improvement plans and the City ' s applicable public improvement standards and regulations in effect on the date hereof, as modified by this Agreement , including the Exhibits which are attached to it , and (b ) the "Park Site" (as hereinafter defined ) , all landscaping strips and equestrian trails , as each of same is substantially completed in accordance with the final • map plans , the City Development Approvals , and the City ' s applicable public improvement standards and regulations in -5- effect on the . date hereof , as modified by this Agreement, including the Exhibits which are attached to it . The City • agrees that at any and all times after acceptance of dedication , and notwithstanding the termination or expiration of this Agreement , and subject to such guarantees as are set forth in the city ' s public improvement regulations as the same exist as of the date hereof , as modified by this Agreement, including the Exhibits which are attached to it, the City shall be solely responsible for the maintenance, repair and replacement of all portions of the Property so dedicated by Owner . Except as hereinabove expressly provided, no additional dedication shall be required to be made by the Owner provided the Owner develops the Property substantially in accordance with the City Development Approvals . 2 . 5 Improvements . Owner shall be responsible for the • installation of all on-site and off-site improvements required under the ordinances, rules and regulations existing as of -the date of the City Development Approvals , including but not limited to , the provision of on-site streets , curbs , gutters , sidewalks , drainage facilities and sewer and water service . The drainage pattern and design criteria for all drainage improvements , the width , grade, curvature and design of all streets , curbs and sidewalks , and the conceptual and improvement plans for all other off-site improvements , required to be constructed or installed by the City Development Approvals shall ( if in compliance with all applicable ordinances , rules and regulations ) be approved by City within a • reasonable time after submittal to City by Owner , and upon -6- i receiving such entitlement, Owner may proceed to make such • improvements in accordance therewith . 2 . 6 Utility Easements . The City shall approve all necessary appropriate public easements for water and utilities as necessary to service the Property as improved by the Owner pursuant to this Agreement ; provided, however , it is understood and agreed that all easements that are required to be acquired shall be paid for by Owner . 2 . 7 Park Site . The public park (herein referred to as the "Park Site" ) identified in the Development Plan shall be named "Caryn ' s Park" . Caryn 's Park shall be developed in substantial conformity with the design shown in Exhibit E attached hereto and incorporated herein by reference . .Caryn 's Park shall be developed in phases as described in said Exhibit • E. City ' s Director of Community Services agrees to review all plans , drawings and specifications for said park in a prompt manner . 2 . 8 Grading . City further agrees that Owner will have the right to commence grading upon securing a grading permit, and that permits will not be denied based on season or date provided that Owner agrees to comply with all City required precautions and to use due care in grading activities and to take reasonable steps to prevent erosion , slippage or dangerous run off conditions . Owner acknowledges that City, pursuant to existing grading regulations , is empowered to suspend or modify grading when hazardous conditions are • determined to exist , provided that City will not exercise such power if Owner takes reasonable steps prescribed by the City to -7- mitigate any potential damage, to assure that adjacent property owners will not be damaged, and to repair any actual damage to • the Property and all adjacent property within a reasonable time . 2 . 9 Fees . City and Owner agree that the City 's fees and exactions for development of the Property shall be modified as follows if due and paid before the Termination Date of this Agreement . a . School Fees . Fees for schools and schooling shall be paid solely in accordance with City Ordinance No . 69-C as the same exists as of the date hereof . b. Building Permit and Construction Fees . Plan check and building and construction permit fees shall be paid in accordance with the City ' s fee schedule as it exists at the time • Owner submits appropriate applications for building or construction permits ; provided, however , that if the building and construction permit fee schedule , as it exists as of the date of this agreement, is amended to impose a fee, exaction or imposition to reimburse the City for its costs , or otherwise defray the cost to the City, of providing a service which is not presently provided by the City, nor within the scope of services or purposes contemplated by the Uniform Building Code , • Owner shall not be obligated to pay such -8- additional fee, charge, exaction or . • imposition. c . Storm Drain Fees . Inasmuch as the storm drains required by the City Development Approvals exceed the standards of the City, no storm drain fees of any kind will be required of Owner if Property is developed to the requirements of the City Development Approvals . d. Recreation and Park Fees . Inasmuch as the "park site" (as hereinafter defined ) and other open space to be developed and dedicated or donated by Owner to the City, meets the standards and requirements of the • City, no park or recreation fees will be required of Owner if the Property is developed to the City Development Approvals . e. Traffic Mitigation Fee . The Traffic Mitigation Fee described in Condition of Approval No . 84 of Exhibit B to the Annexation Agreement shall be reduced to Thirty-five thousand dollars, ($35 ,000 . 00 . ) f . Other Fees . Owner shall not be required to pay the City ' s Beautification Fees or Systems Development Fees . No other fees or other charges shall be imposed upon Owner in • connection with the development of the property in accordance with the City Development Approvals for any of the purposes or -9- • services mentioned in this Section 2 . 9 prior to the Termination Date of this Agreement . • 3 .0 Assessment Districts and Public Financing Methods . 3 . 1 Mello-Roos and Lighting and Landscaping Districts . City and Owner hereby agree to use their best efforts to cause the annexation of the Property to (a ) the Day Creek Mello-Roos District established and existing within the City for the installation, maintenance and provision of flood control and drainage facilities , which, when constructed, will benefit the Property, and (b ) the Lighting and Landscaping District established and existing within the City so as to provide the Property with all services presently provided to other properties within the City by such district . The City shall consider annexation to such other special benefit assessment districts as may be requested from time to time by • Owner . The annexation of the Property to each of such districts shall be accomplished at the earliest possible time and shall be on terms and conditions generally applicable to other properties presently within such districts . Provided, however , that no assessment shall be made under the 1972 Landscaping and Lighting Act until 60% occupancy of each tract . 3 . 2 1913 Act Assessment District . If requested by Owner , City agrees to initiate and use its best efforts to pursue to completion proceedings pursuant to the Municipal Improvement Act of 1913 , Division 12 of the Streets and Highways Code, for the formation of one or more assessment districts , and proceedings for the authorization and issuance • of improvement bonds pursuant to the Improvement Bond Act of -10- 1915 , Division 12 of the Streets and Highways Code , to ,finance • such improvement costs as identified by Owner to the City in the request by Owner and authorized to be financed pursuant to such Acts . Owner shall advance all costs , including those of the preparation of engineering plans and specifications , economic or financial studies and feasibility reports , and such other costs as are necessary or appropriate for the supervision and administration of the issuance and sale of assessment district bonds . The costs so advanced shall be reimbursed to Owner from the proceeds of the bonds issued. One or more series of improvements district bonds may be issued to finance such improvement costs . However , no bond shall be issued in an amount greater than (a ) the cost of constructing those improvements identified by Owner to City plus (b ) amounts • included in the bond issue to cover the cost of financing fees, discount fees , reserve fund (not to exceed maximum debt service on such bonds for one year ) , consulting fees attendant to the formation of the assessment district , bond insurance premiums, bond attorneys ' fees , reimbursements to Owner , and other costs normally and reasonably associated with the issuance of such bonds . 3 . 3 Mortgage Revenue Bonds . If the City initiates a program to issue mortgage revenue, industrial revenue or similar type bonds or notes , the proceeds of which may legally be used to finance , in whole or in part, the purchase by home buyers of any portion of the development of the Property by • Owner , or the construction of such development by Owner , the Owner shall be allowed to participate in such a program. Such -11- participation shall be based on the rules and procedures of the City applied on a uniform basis to all other developers within • the City, and for purposes of the allocation to be made for the City 's 1985 mortgage revenue bond program, City shall not reduce any allocation that otherwise would have been made to Owner on the basis that the Property is not yet annexed to the City on the date of the allocation . If Owner , or any of them, elects to participate in the City 's 1985 mortgage revenue bond program, the following provisions shall apply: a ) The City shall not require the payment of commitment fees , (other than the 1/2% deposit fee ) before March 5 , 1985 . b ) On March 5 , 1985, Owner , or any of them, may do any of the following: 1 ) Elect not to participate in the mortgage revenue • bond program. 2 ) Pay the commitment fees . 3 ) Use its allocation , if any, in a separate issue which the City agrees to issue . If any Owner elects this option , Owner shall pay the applicable commitment fees for such separate issue, at such time as required by underwriter ' s counsel in order to maintain the allocation, and simultaneously pay any increased costs of the bond issue incurred by the City, or its redevelopment agency, together with all increased costs incurred by any other participants in the • 1985 bond program as a result of such division or -12- divisions of the issue. The amount, if any, of • such increased costs , shall be determined by the City upon the report of the underwriter . 3 . 4 Maintenance Assessment District . Those portions of the Property to be dedicated by Owner to the City as provided in Paragraph 3 . 3 hereof shall be maintained by the City or by a Landscaping and Lighting Act of .1972 assessment district now existing or hereafter formed. The Owner agrees to cooperate in and consent to the formation of the assessment district, (or annexation to an existing district ) , for the maintenance of all such property, and including all of the Property within the district . 4 .0 Termination Date ; Expiration . 4 . 1 The term "Termination Date" shall mean the • earlier of (a ) the fifth (5th ) anniversary• of the date that the first final subdivision tract map for Phase I shall have been recorded in the Official Records of San Bernardino County, or (b ) December 31 , 1990 . Provided , however , that this Agreement shall terminate with respect to each parcel of the Property upon the issuance of a certificate of occupancy or release for occupancy for such parcel . 5 .0 Review. 5 . 1 Annual Review. City shall review this Agreement at least once every twelve month period from the date this Agreement is executed at which time Owner shall be required to demonstrate good faith compliance with the terms of this • Agreement . Evidence of good faith compliance shall include, but is not necessarily limited to, the preparation of -13- improvement plans following the issuance of the City Development Approvals , the commencement of construction upon any portion of the Property, or the periodic public advertisement for sale of single family residential units within the Property. Owner shall be in default under this Agreement if it provides City with a written notice stating that it does not intend to perform further under it or if City makes a finding and determination following the prescribed periodic review as set forth above and as provided in California Government Code Sections 65865 . 1 that , upon the basis of substantial evidence , Owner has not complied in good faith with the terms of this Agreement . 5 . 2 Independent Review . It is hereby acknowledged and agreed that each of the parties which comprise Owner will own , and as to K&B and MDC, will develop different portions of • the Property . The finding and determination by City pursuant to Paragraph 5 .1 above that one of the parties comprising Owner has not complied in good faith with the terms of this Agreement shall not bind the other parties comprising the Owner and shall not affect the rights of the other parties under this Agreement or the obligations of the City to such other parties unless and until City shall have independently found and determined that each of such other parties has not complied in good faith with the terms of this Agreement . This exclusion shall not apply when there is a default by one or more affiliated owners or developers of the Property, in which case each affiliated owner may be found in default on the basis of such affiliation . "Affiliated" entities are those in which there is common • -14- ownership of 30% or more of the entities , or one or more owns • 30% or more of another . • 6 . 0 Remedies Upon Default . 6 . 1 Owner ' s Remedies . Except as provided in Paragraph 6 . 3 hereof , this Agreement shall be enforceable by Owner notwithstanding any change in any applicable general or specific plan , zoning , subdivision or building regulation adopted by City which alters or amends the rules , regulations , or policies specified in California Government Code Sections 65866 . To the extent permitted by law, therefore , it is expressly recognized that specific performance of this Agreement for the benefit of Owner , and for each of the parties comprising Owner , is a proper and desirable remedy in addition to any and all other remedies which may be available to Owner . • Provided it is further agreed that Owner shall have no right to damages in the event of breach of this Agreement by City. 6 . 2 City' s Remedies . City shall have no right to any damages or other relief in the event of a breach of this Agreement by Owner except that City may suspend its obligations and terminate this Agreement as to the party which comprises the Owner if such party is in default , as defined in Paragraph 6 .1 . Provided, this shall not limit City's remedies under any other agreement with Owner or which would otherwise be available to it in the absence of this Agreement . 6 . 3 Actions of Other Agencies . If , as a result of the laws , regulations , or actions of federal , state or other . agencies having supremacy over City, compliance with this Agreement by the City is prevented or precluded, the provisions -15- • of this Agreement may be modified or suspended so as to comply with such laws , regulations or actions . If , however , such modification or suspension substantially deprives either of the parties of the bargained for benefits of this Agreement , such parties shall be entitled to terminate this Agreement; provided, however , prior to any such termination, City shall negotiate in good faith with Owner to reach a reasonable alternative development that may be undertaken by the Owner in lieu of the development or otherwise to provide Owner with the benefit of such covenant by City which is prevented or precluded by any laws , regulations , or actions of any federal , state or other agency having supremacy over City. 7 .0 Amendment or Cancellation . 7 . 1 This Agreement may be amended or cancelled in whole or in part only by mutual consent of .the parties pursuant • to the provisions of California Government Code Section 65868 and the rules and regulations adopted by City. (a ) Any amendment to this Agreement which does not relate to the Termination Date, permitted uses , density or intensity of use, height or size of buildings , provisions for reservation of land, conditions , terms , restrictions and requirements relating to subsequent discretionary actions , or any conditions or covenants relating to the use of the Property shall not require a public hearing before the parties may execute an amendment hereto . (b ) Any nonsubstantial deviations from the City Development Approvals , or from this Agreement as determined • by City ' s City Manager , or Director of Community -16- • Development , shall not ( to the extent not otherwise legally • required ) require any amendment to this Agreement nor any public hearing before approval thereof by the City Manager or Director of Community Development . 8 .0 Further Assurances and Additional Actions by City. 8 . 1 City shall , to the extent legally permitted, take all actions necessary to effectuate and implement the terms and provisions of this Agreement . 9 .0 Notices . 9 . 1 Any notice to be given or other documents to be delivered by one party to the other shall be delivered in person or by postage prepaid, certified or registered mail , return receipt requested, addressed as follows : To City: Mr . Jack Lam • Director of Community Development City of Rancho Cucamonga 9320 Baseline Avenue Rancho Cucamonga, California To Owner : If to K&B: Kaufman and Broad Land Company 11601 Wilshire Boulevard 11th Floor - Los Angeles , California 90025 Attention: Mr . Clyde Lane With copies to: Kaufman and Broad Legal Department 11601 Wilshire Boulevard 11th Floor Los Angeles, California 90025 If to MDC: Marlborough Development Corporation 2029 Century Park East Suite 1550 Los Angeles, California 90067 Attention : Michael Romeo If to Caryn : The Caryn Development Company 10340 Foothill Boulevard • Rancho Cucamonga, California 91730 Attention : -17- With copies to : Thomas Clark , Jr . , Esq . Stradling, Yocca , Carlson & Rauth • 660 Newport Center Drive Suite 1600 Newport Beach , California 92660-6401 Any mailed notice given as aforesaid shall be deemed effective 48 hours after deposit into the United States mail as aforesaid . Either party hereto may from time to time , by written notice to any of the other parties, designate a different name or address which shall be substituted for that given above . The change of name or address shall be effective upon receipt of personally delivered or five (5 ) days after the date of deposit of the notice into the United States mail if by mail . 10 . 0 Assignment . 10 .1 Owner , and each of them, shall have the right to assign or transfer their respective rights , title and interest . under this Agreement, in whole or in part, to any person, firm, corporation or entity without the prior written consent of- - City . In the event of any such assignment , the assigning Owner shall provide City with written notice of such assignment at least thirty ( 30 ) days prior to such assignment or transfer . The obligations of this Agreement shall be binding upon, and the benefits hereof shall inure to, the successors-in-interest and assigns of the Owners . 11 .0 Entire Agreement . 11 . 1 This Agreement , including the Exhibits hereto, contained the entire agreement between the parties and any agreements or representations concerning this Agreement, the • Property, or the development of the Property by the Owners -18- pursuant hereto, not set forth herein shall be of no force or • effect . 12 . 0 Severability. 12 . 1 Subject to Paragraph 6 . 3 hereof , if any term, condition , provision , or covenant of this Agreement , or the application thereof to any person or circumstance, shall be finally held invalid or unenforceable by a court of competent jurisdiction , the remainder of this Agreement and its application shall not be affected and shall remain valid and enforceable to the fullest extent permitted by law. 13 .0 Independent Contractors . 13 . 1 In carrying out the provisions of this Agreement , Owner and City shall act as independent contractors and nothing contained in this Agreement shall be deemed or • construed by the parties hereto or by any third person to create the relationship of principal and agency, joint venturers or partnership. - - IN WITNESS WHEREOF, this Annexation Agreement is made and entered into as of the date and year first above written . THE CARYN DEVELOPMENT COMPANY, a California Corporation By: Its By: Its STATE OF CALIFORNIA ) • COUNTY OF On this day of , 1985 , before me , the -19- undersigned , a Notary Public in and for said state , personally appeared personally known to me . (or proved to me on the basis of satisfactory evidence ) to be the person who executed the within instrument as the , and personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person who executed the within instrument as the of the Corporation that executed the within instrument and acknowledged to me that such Corporation executed the within instrument pursuant to its By-Laws or a Resolution of its Board of Directors . Witness my hand and official seal . Notary ' s Signature Type or Print Notary ' s Name KAUFMAN AND BROAD LAND COMPANY, a California corporation By: Its By: Its STATE OF CALIFORNIA ) COUNTY OF ) On this day of , 1985; before me, the undersigned, a Notary public in and for said state, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person who executed the within instrument as the , and personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person who executed the within instrument as the of the Corporation that executed the within instrument and acknowledged to me that such Corporation executed the within instrument pursuant to its By-Laws or a Resolution of its Board of Directors . Witness my hand and official seal . Notary ' s Signature Type or Print Notary ' s Name MARLBOROUGH DEVELOPMENT CORPORATION, a California -20- corporation . By: Its By: Its STATE OF CALIFORNIA ) COUNTY OF On this day of , 1985; before me , the undersigned , a Notary Public in and for said state , personally appeared personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person who executed the within instrument as the , and personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person who executed the within instrument as the of the Corporation that executed the within instrument and acknowledged to me that such Corporation executed the within instrument pursuant to its By-Laws or a Resolution of its Board of Directors . Witness my hand and official seal . Notary 's Signature Type or Print_ Notary ' s Name CITY OF RANCHO CUCAMONGA, a municipal corporation By: Mayor ATTEST: By: City Clerk of the City of Rancho Cucamonga -21- •