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or violation of thts Agreement:by the.County shallwbc a legal aciton iti rnr>damus > tc perf7777 orcrlance or other Intilnctive or deelaratoryeiefrto efore�t ProutstQts�ftli�sree[t 5 6 Apltcable Lav andsAttort�eys b'e its s ��1ad efared m accordane�w[ththe lags Al AR M �' �e� d aglt ees tttal the Coun#y hasPc©vc °d' le y f ,rts legslattve dXscretion-and that the standat�c�vf�e� �� ,� �t� `� � �, ��nY� #��lif� ` Ag irnent shall be that accorded leg slattvd:acts QFM Co y O lio ' §' � TYP;_A al a tt n he brought by a Party for breach of this Arereme�nf�r•to enf rhe 3ylsi�ni1 e�tl,�Elie prevatlrng Party to such action shall be entified toxeasona(yJe` {/s��fee y,` and v F, � �y sF,,v ashs33r..r such other costs as maybe fixed by the Couft For poses��Fts A`,greeit�; re�sonatale attom s"...fees of the County Counsel's Office sh il`be basedfan cQinpa ile ees l pier to attorneys practicing in the County.of SanJf ro'aquir4 x 5.7. Events and Manner of Termiionnat =.Beca 4_10 use of the subs tariti . � liance Developer and County on the provisions of this Agreement to implernenttng'the Master'Ptai�and development of the Property pursuant to the Existing Approvalsand this 1�greemett, both.. Developer and County desire to avoid termit a tco.b this A eementwhen other A` ro nate � aAp P remedies or procedures to resolve disputes or problems exist..,Prior to termii.iation; County and Developer will confer with the objective of attempting to arrive aGa mutually acceptable alternative to termination, which substantially advances the objectives of both i.n entering.into this Agreement. Accordingly, this Agreement may be terminated by a Party only under the I following circumstances and subject to the following conditions: 5.7.1. By expiration of its term or by'termination by the County, as provided in Section 1.5. hereof; 5.7.2. Pursuant to Section 1.6. hereof; 5.7.3. Pursuant to Section 1.11. hereof; 5.7.4. Pursuant to Sections 4.4, 4.5 and 4.6 hereof; 5.7.5. By operation of Section 5.8. hereof; 5.7.6. By operation of Section 5.9. hereof; 5.7.7. By a material default hereunder by a Party for which the nondefaulting Party in the good faith exercise of its judgment determines that other remedies hereunder are inadequate or not available to correct such default or provide substantial relief to the nondefaulting Party; provided, however, that the nondefaulting Party desiring to terminate this Agreement shall first give written notice to the defaulting Party of its intent to terminate this Agreement/the matter shall be scheduled for consideration and review by the Board of Supervisors of County within sixty(60) days after such notice of intent to terminate is delivered to the defaulting Party, and if the default is not then resolved to the mutual satisfaction of the W02-SF:FPD161481 1 45.2 -45