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<br />amended from time to time or cancelled by the mutual consent of the parties, but only in the
<br />same manner as its adoption by an ordinance as set forth in Government Code Section 65868.
<br />The term "Agreement" or "Development Agreement" as used herein shall include any
<br />amendment properly 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.
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<br /> 4.6 Hold Harmless. Property Owner agrees to and shall hold City, its
<br />officers, agents, employees, consultants, special counsel, and representatives harmless from
<br />liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including health, and claims for property damage, which may arise
<br />from the direct or indirect operations of the Property Owner or their comractors, subcontractors,
<br />agents, employees; or other persons acting on their behalf which relates to the Project; and (2)
<br />from any claim that damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of the terms of or effects arising fi.om this Agreement. Property Owner agrees to pay all
<br />costs for the defense of the City and its officers, agents, employees, consultants, special counsel,
<br />and 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
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged
<br />to have been suffered, by reason of the events referred to in this Section or due by reason of the
<br />terms of, or effects, arising from this Agreement or any approval or certification by the City
<br />relating to the Project, regardless of whether or not the City prepared, supplied or approved this
<br />Agreement, plans or specifications, or both, for the Project. The Property Owner further agrees
<br />to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and
<br />costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement or any approval or certification by the City relating to
<br />the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is
<br />due to personal or property fights by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding.
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<br /> 4.7 Binding Effect of Agreement. To the extent not otherwise provided in
<br />Section 4.3 of this Agreement, the burdens of the Agreement bind, and the benefits of the
<br />Agreement inure, to the parties' successors in interest.
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<br /> 4.8 Relationship of the Parties. The contractual relationship between City
<br />and Owner arising out of the Agreement is one of independent contractor and not agency. This
<br />Agreement does not create any third party beneficiary rights.
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<br /> 4.9 Notices. Any notice, tender, demand, delivery, or other communication
<br />pursuant to this Agreement shall be in writing and shall be deemed to be properly given if
<br />delivered in person or mailed by first class or certified mail, postage prepaid, or sent by
<br />telefacsimile or other telegraphic communication in the manner provided in this Section, to the
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<br />11/12/99 11:44 AM
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