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Attention: Toll Bros., Inc. Developer may change the payee and /or address of payments by notice in writing to City, such notice to be effective upon receipt by City. Section 6. Term. The term of this Agreement shall be for ten (10) years from the date of the City's acceptance of the Improvements. After expiration of this Agreement, the City shall not be obligated to collect, and Developer not eligible to receive, Reimbursable Costs based on the parties acknowledgement that interim maintenance costs and life cycle of the Improvements have significantly diminished. Section 7. Amendments. Any amendment, modification, suspension or cancellation of this Agreement must be in writing, signed by the City and Developer. Section 8. Disputes. Disputes arising under this Agreement shall be filed with the City Manager, who shall be authorized to resolve such disputes. Any decision made by the City Manager with respect to this Agreement may be appealed to the City Council. Any such appeal to the City Council must be made in writing and addressed to the City Council. Final action of the City Council shall be required before legal action pursuant to this Agreement may be instituted. Notwithstanding the foregoing, either party may, in addition to any other rights or remedies, institute legal action to cure, correct or remedy and default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation or enforce by specific performance the obligations and rights of the parties hereto. In such event, the prevailing party shall be entitled to its attorneys' fees and costs, if any, in addition to any other relief to which such party may be entitled. Section 9. Applicable Law and Venue. The laws of the State of California shall govern the interpretation and enforcement of this Agreement, and venue shall be the Alameda County Superior Court. Section 10. Successors -In- Interest. Except as otherwise provided in this Agreement, for the term of this Agreement, all of the provisions, rights, powers, terms, covenants, and other obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons or entities acquiring the Property, or any portion thereof, or any interest therein, whether by sale, operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns. All of the provisions of this Agreement shall be enforceable during the term hereof as equitable servitudes and constitute covenants running with the land. 3