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DRAFT 07/01/14 Section 5. Amendments. Any amendment, modification, suspension or cancellation of this Agreement must be in writing, signed by the City and Owner. Section 6. 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 7. Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, with a courtesy copy provided by e-mail. Such notices shall be addressed by follows: If to City: If to Owner: Nearon Enterprises, LLC Attn: Tony Perino and Dan Rosenbaum 500 La Gonda Way, Suite 210 Danville, CA 94526 tperinonnearon.com drosenbaum @nearon.com With a copy to: Kristina D. Lawson, Esq. Manatt, Phelps & Phillips, LLP One Embarcadero Center, 30t Floor San Francisco, CA 941 1 1 klawson @manatt.com Section 8. 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 9. 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, 3