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corporation at any time during the term of this Agreement; provided, however, the rights of
<br />Owner under this Agreement may not be transferred or assigned unless the written consent of the
<br />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 rights. Nor shall the rights 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 Owner of any duty, obligation or liability to City without
<br />the consent of the City.
<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 of
<br />the same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If 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.
<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 />properly approved and executed.
<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 8A 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.
<br />4.6 Hold Harmless. Property Owner agrees to and shall hold City, its officers,
<br />agents, employees, consultants, special counsel, and representatives harmless from liability: (1) for
<br />damages, just compensation, restitution, judicial or equitable 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
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