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. 4.4 Ameladmeut or CaDeelatioo .fA&reemeat 'Ibis Aøreemcnt maybe amcDIedfi'omtime to time or cance11cd only by the mutual consent oflle parties, but only in the same m8IU1er as its adoption by an ordinance as set forth in Government Code Section 65868. The term "Asr=ment" or "Development Asr=ment" as used hemin s1W1 include any amencimtmt property approvcdand executed. > 4.5 Ebl'oreemeøt. Notwithstanding Government Code Section 65865.4. this Agreement is enforceable by any party to the Agreement in anymaœer provided by law. The remedies provided in Section 7.4 of this AgreenHmt ¡baD not incIucIo.and City sha1l not be liable for, any action in ~.p$, oxcept lor damages solely caused by its wi1Uù1 or intentional con<1uct, or any costs or attomey's fees resulting from any dispute, controversy, action or inaction. or any legal proceeding arising out oftbis Asr=ment, except whero suçh COlts and fees are incurred solðly caused by the City's wmtùl or intentional conduct. . 4.6 Bold HanDless. Property Owner agrees to and sbaI1 hold City, ìts officers, agents and employees harmless from liability: (1) for d8ma~just compeusation, restitution. judicial or equitable retiel arising out of claims for p«S01181 ÎnjUl)', including health, and claims for property dAm... which mayaJ'Î$e ftom the direct or i:ndirect operations otthe Property Owner or their contractoD, subcon1Dctor8, agents, emplo~ or other potSOns acting on their behalf which relates to the Project; and (2) ftom any claim that damages, just compeœation. restitution. judicial or equitable nslief is due by reason of the terms of or effects arising ftom this Agreement. Tht fo~ma shall exclude claims based on thcCity's own negHgence or intentioDal conduct. Property Owner agrees to pay all costs for the defense of the City and its officers, agents and employees regarding any action for damages,just compensation. restitution. judicial or equitable relief caused or alleged to have been caused by reason of .Property Owner's actions in connection with the Project, any claims arising out of this Agreement, or any approval or certification by the City relating to the Project (but excluding any third party COSts, incurred by the City, including fees and costs for outside counsel and consu1tants). This hold barmIess agreement applies to all claims for damages, just compensation, resûtution, judicial or equitableœlief suffered, or alleged to have been suffered, by reason of the events referred to in this paragrapb or due by reason of the terms of, or effects. arisin¡ftomthis Agreement or any approval or certification bytbe City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the Projcct.TheProperty Owner further agrees to indemnify, hold harmless. and pay all coats for Ile defense of the City, excluding fees andCOBts for special counsel to be selected by the City or other outâde counsel or oonsultanta, if any, .regardin¡ any action by a third party challenging the validity of this Agreement or any approval or certification by the City reJating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable reliel is due topersona1 or property rights by reason .of thetemts of; or eff'ects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 4.7 BladJal Effect 01 Ap'eemeat. To the extent not otherwise provided in Section 4.3 of this Agreement, the burdens oftbe Agreement bind. and the benefits of the Agreement inure, to the parties' successors in interest. -~ @ . Ordinance No. NS-2656 Page 9 of 45