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(b) In the event of a material breach of this Agreement, and failure to cure pursuant to Section 5.1, by Property Owner at any time after the Effective Date, the City may terminate this Agreement, subject to the provisions of this Article 5, by sending a Notice of Intent to Terminate to the Property Owner setting forth the basis for the termination. The Agreement will be considered terminated effective upon receipt of a Notice of Termination. The Property Owner may take legal action available at law or in equity, if it believes the City's decision to terminate was not legally supportable. 5.5 Legal Actions. Pursuant to Code of Civil Procedure Section 638, et seq., all legal actions shall be heard by a referee who shall be a retired judge from either the Alameda County Superior Court, the California Court of Appeal, the United States District Court or the United States Court of Appeals, provided that the selected referee shall have experience in resolving land use and real property disputes. Property Owner and City shall agree upon a single referee who shall then try all issues, whether of fact or law, and report a finding and judgment thereon and issue all legal and equitable relief appropriate under the circumstances of the controversy before such referee. If Property Owner and City are unable to agree on a referee within ten days of a written request to do so by either party hereto, either party may seek to have one appointed pursuant to Code of Civil Procedure Section 640. The cost of such proceeding shall initially be borne equally by the parties. Any referee selected pursuant to this Section 5.5 shall be considered a temporary judge appointed pursuant to Article 6, Section 21 of the California Constitution. Notwithstanding the provisions of this Section 5.5, either party shall be entitled to seek declaratory and injunctive relief in any court of competent jurisdiction to enforce the terms of this Agreement, or to enjoin the other party from an asserted breach thereof, pending the selection of a referee as provided in this Section 5.5, on a showing that the moving party would otherwise suffer irreparable harm. 5.6 Resolution of Disputes Regarding Application of Existing Standards or R ardina Compliance with the Master Man/Building Permit Schedule. The parties recognize that disputes may arise from time to time regarding the application of Existing Standards to the development of the Project and/or regarding matters arising in connection with the Master Map/Building Permit Schedule. Therefore, in addition, and not by way of limitation, to all other remedies available to the parties under the terms of this Agreement, the parties wish to establish a dispute resolution procedure that is designed to expedite the resolution of disputes relating to the application of Existing Standards to the Project and/or regarding a matter arising in connection with the Master Map/Building Permit Schedule. If, from time to time, a dispute arises between the parties, e.g., a dispute in the field regarding the application or interpretation of one or more Existing Standards a matter arising in connection with the Master Map/Building Permit Schedule, the dispute shall initially be presented to the Planning or Public Works Director, whichever is appropriate, for resolution. If the Planning/Public Works Director decides the dispute to the satisfaction of Property Owner, the Planning/Public Works Director's decision shall be deemed to have resolved the matter. If the Planning/Public Works Director cannot resolve the dispute to the Property Owner's satisfaction, the dispute shall next be considered by the City Manager. If the City Manager decides the dispute to the satisfaction of Property Owner, the City Manager's decision shall be deemed to have resolved the matter. If the City Manager cannot resolve the dispute to the Property Owner's satisfaction, the dispute shall next be considered by a subcommittee comprised of two members of the City Council appointed by the Mayor (the "Council Subcommittee One of the appointees may include the Mayor. If the 35690/849375v14 25 0125/00