|
234
<br />
<br />Oxvner 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 City 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.
<br />
<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. Any and all approved successors and assignees of Owner shall have all
<br />6i'the same fights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If
<br />the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated,
<br />assigned, or transferred to persons for development by them in accordance with the provisions of
<br />this Agreement. Upon assignment or transfer of the fights of Owner under this Agreement, the
<br />obligations of Owner and the transferee or assignee shall be joint and several.
<br />
<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
<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.
<br />
<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.
<br />
<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 contractors, 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 from 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 />
<br />
<br />
|