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<br />Section 7. Amendments. <br />Any amendment, modification, suspension or cancellation of this Agreement must <br />be in writing agreed upon by all parties. <br />Section 8. Disputes. <br />Disputes arising under this Agreement shall be filed with the City Manager, who <br />shall be authorized to resolve such disputes. Any decision made by the City Manager <br />with respect to this Agreement may be appealed to the City Council. Any such appeal to <br />the City Council must be made in writing and addressed to the City Council. Final action <br />of the City Council shall be required before legal action pursuant to this Agreement may <br />be instituted. Notwithstanding the foregoing, either party may, in addition to any other <br />rights or remedies, institute legal action to cure, correct or remedy and default, enforce <br />any covenant or agreement herein, enjoin any threatened or attempted violation or <br />enforce by specific performance the obligations and rights of the parties hereto. In such <br />event, the prevailing party shall be entitled to its attorneys' fees and costs, if any, in <br />addition to any other relief to which such party may be entitled. <br />Section 9. Applicable Law. <br />The laws of the State of California shall govern the interpretation and <br />enforcement of this Agreement. <br />Section 10. Successors-In-Interest. <br />Except as otherwise provided in this Agreement, for the term of this Agreement, <br />all of the provisions, rights, powers, terms, covenants, and other obligations contained in <br />this Agreement shall be binding upon the parties and their respective heirs, successors (by <br />merger, consolidation, or otherwise) and assigns, devisees, administrators, <br />representatives, lessees, and all other persons or entities acquiring the Property, or any <br />portion thereof, or any interest therein, whether by sale, operation of law or in any <br />manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, <br />successors (by merger, consolidation or otherwise) and assigns. <br />Section 11. Exhibits. <br />This Agreement and its Exhibits constitute the entire understanding and <br />agreement of the parties. This Agreement and its Exhibit integrate all of the terms and <br />conditions mentioned herein or incidental hereto, and constitute the entire understanding <br />of the parties with respect to the subject matter hereof; and all prior written agreements, <br />understandings, representations, and statements are terminated and superseded by this <br />Agreement. <br />3 <br />