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<br />City and its officers, agents, employees, consultants, special counsel, and <br />representatives against any such Claims. This hold harmless agreement shall <br />not apply to Claims, or portions of Claims, arising from the negligent or <br />intentional acts of the City and its officers, agents, employees, consultants, <br />special counsel, and representatives. Owner further agrees to indemnify, hold <br />harmless, and pay all costs for the defense of the City, including fees and costs <br />for special counsel to be selected by the City and agreeable to Owner, <br />regarding any action by a third party challenging the validity of this Agreement <br />or of any of the Existing Approvals. City may make all reasonable decisions <br />with respect to its representation in any legal proceeding, provided that Owner <br />shall have no liability for the payment of any settlement amount to which Owner <br />has not agreed. <br /> <br />4.8. Binding Effect of Agreement. Subject to Section 4.4 above, the burdens of <br />this Agreement bind, and the benefits of the Agreement inure to, the Parties' <br />successors in interest. <br /> <br />4.9. Relationship of the Parties. The contractual relationship between City and <br />Owner arising out of this Agreement is one of independent contractor and not <br />agency. This Agreement does not create any third party beneficiary rights. <br /> <br />4.10. Notices. Any notice, tender, demand, delivery, or other communication <br />required by this Agreement shall be in writing (collectively, "Notices"). Notices <br />shall be deemed to be properly given if delivered in person or mailed by first <br />class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section. To be <br />effective, Notices must be sent to the following persons: <br /> <br />a. If to City, to: <br /> <br />City Manager <br />City of Santa Ana <br />20 Civic Center Plaza M-31 <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Telefacsimile (714) 647-6954 <br /> <br />and, <br /> <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza M-29 <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Telefacsimile (714) 647-6515 <br /> <br />70020313.6 <br />6114/04 <br /> <br />5 <br /> <br />75C-15 <br />