ALES REIMBURSEMENT FOR SEWER IMPROVEMENTS 1999

~ ~ Section 10. 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. In such event, the prevailing party shall be entitled to its reasonable attorneys' fees and costs, if any, in addition to any relief to which the party may be entitled. Section 11. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. Any action to enforce this agreement shall be filed in the Livermore-Pleasanton Municipal Court, or the Eastern Division of the Superior Court of the County of Alameda. Section 12. Enforcement. The City shall use its best efforts to prevent new and existing property owners of the Benefited Property, from utilizing the improvements without paying the Reimbursable Cost, and shall not issue necessary permits, licenses, nor consent for such use without payment of the required Reimbursable Cost. If, despite the City's good faith efforts, use of the Improvement by new or existing owners of the Benefited Property should occur without payment of the required Reimbursable Cost, City shall not be responsible for payment of the amount which would have been paid to Owners, provided that Owners shall be entitled, and is hereby authorized by the City, to pursue collection of such fees by means of a private right of action or any other lawful means, against the property owner or the party using the Improvement without payment of the Reimbursable Cost. City agrees to participate in and to cooperate with and assist Owners in any such action, upon request of Owners. In that event, Owners shall indemnify and hold City harmless from any third party claims against the City in connection with the collection of the Reimbursable Cost pursuant to this Agreement. Section 13. Entire Agreement. This Agreement and its Exhibits constitute the entire understanding and agreement of the parties. This Agreement and Exhibits integrate all of the terms and conditions mentioned herein or incidental hereto, and constitute the entire understanding of the parties with respect to the subject matter hereof; and all prior written agreement, understandings, representations, and statements are terminated and superseded by this Agreement. 3