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Section 10. Disputes. Disputes arising under this Agreement shall be filed with the City Manger, 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 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 attorney's 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 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 owner(s) of the Benefited Property from utilizing the improvements without paying the Reimbursement amount, and shall not issue necessary permits, licenses, nor consent for such use without payment of the required Reimbursement amount. If, despite the City's good faith efforts, use of the Improvement by new or existing owner(s) of the Benefited Property should occur without payment of the required Reimbursement amount, City shall not be responsible for payment of the amount which would have been paid to Owners and Paid Property Owners, provided that Owners and Paid Property 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 Reimbursement amount. City agrees to participate in and to cooperate with and assist Owners and Paid Property Owners in any such action, upon request of Owners and Paid Property Owners. In that event, Owners and Paid Property Owners shall indemnify and hold City harmless from any third party claims against the City in connection with the collection of the Reimbursement amount 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 thereof; and all prior written agreement, understandings, representations, and statements are terminated and superseded by this Agreement. THIS AGREEMENT executed the date and year first above written.