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Council is first obtained and any transfer or assignment of the rights under this Agreement shall
<br />include in writing the assumption of the duties, obligations, and liabilities arising from this
<br />Agreement if the City grants written consent to transfer the fights. Nor shall the fights of the
<br />Owner hereunder be subject to assignment by attachment, execution, or proceedings under any
<br />provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of
<br />no force and effect unless such written consent thereto be obtained from the Council. Such
<br />transfer or assignment shall not relieve the Owner of any duty, obligation or liability to City
<br />without the consent of the City.
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<br /> During the term of this Agreement, any approved assignee or transferee of the
<br />rights under this Agreement shall observe and perform all of the duties and obligations of Owner
<br />contained in this Agreement as such duties and obligations pertain to the portion of the Property .
<br />transferred or assigned.. ,~ny an.d.{tll..a, ppr[.. ?v. ed succ.es.sgrs.and assignees, of Owner s.hall ha¥.e.all of
<br />'~h~:'~ame. righ~a~,:~h~f'its, duties, o.'bligat!ons, and liabilities of Owner under this Agreement.'lf the
<br />Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or
<br />transferred to persons for development by them in accordance with the provisions of this
<br />Agreement. Upon assignment or transfer of the rights of Owner under this Agreement, the
<br />obligations of Owner and the transferee or assignee shall be joint and several.
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<br /> 4.4 Amendment or Cancellation of Agreement. This Agreement may be
<br />amended from time to time or cancelled by the mutual consent of the parties, but only in the same
<br />manner as its adoption by an ordinance as set forth in Government Code Section 65868. The
<br />term "Agreement" or "Development Agreement" as used herein shall include any amendment
<br />pmperly approved and executed.
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<br /> 4.5 Enforcement. Notwithstanding Government Code Section 65865.4, this
<br />Agreement is enforceable by any party to the Agreement in any manner provided by law. The
<br />remedies provided in Section 8.4 of this Agreement shall not include, and City shall not be liable
<br />for, any action in damages or any costs or attorney's fees resulting from any dispute, controversy,
<br />action or inaction, or any legal proceeding arising out of this Agreement except as may be
<br />provided in Section 6.3(5) of this Agreement.
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<br /> 4.6 Hold Harmless. Property Owner agrees to and shall hold City, its officers,
<br />agents, employees, consultants, special counsel, and representativeg harmless, from.liability: (1) fc~r
<br />damages, just compensation, restituiionl judiciai'or e~iuit~ible relief arising out of claims for
<br />personal injury, including health, and claims for property damage, which may arise from the direct
<br />or indirect operations of the Property Owner or their contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the Project; and (2) from any
<br />claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of
<br />the terms of or effects arising from this Agreement. Property Owner agrees to pay all costs for
<br />the defense of the City and its officers, agents, employees, consultants, special counsel, and
<br />representatives regarding any action for damages, just compensation, restitution, judicial or
<br />equitable relief caused or alleged to have been caused by reason of Property Owner's actions in
<br />connection with the Project, any claims arising out of this Agreement, or any approval or
<br />certification by the City relating to the Project. This hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of the events referred to in this Section or due by reason of the terms of,
<br />or effects, arising from this Agreement or any approval or certification by the City relating to the
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