MARDEL - COST REIMBURSEMENT AGREEMENT

Section 7. Amendments. Any amendment, modification, suspension or cancellation of this Agreement must be in writing, signed by the appropriate authorities for City and Developer and Owner, in a form suitable for recording in the office of the Recorder of Alameda County, California. 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. 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 9. 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 Eastern Division of the Superior Court of the County of Alameda. 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 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 pursuant to applicable law, including, but not limited to, Section 1468 of the California Civil Code. Each covenant to do or refrain from doing some act on the Property hereunder: (a) is for the benefit of such properties and is a burden upon such property; (b) runs with such properties; and (c) is binding upon each party and each successive owner during the ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof, and shall benefit each party and its property owner, and each other person or entity succeeding to an interest in such properties. 4