|
<br />4.7 Hold Harmless. Property Owner agrees to and shall hold the 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 its contractors, subcontractors,
<br />agents, employees, or other persons acting on its 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, other than a breach by the City of
<br />its obligations hereunder. Property Owner agrees to pay all costs for the defense of the City and
<br />its officers, agents, employees, consultants, special counsel, and representatives regarding any
<br />action for damages, just compensation, restitution, judicial or equitable relief caused or alleged
<br />to have been caused by reason of Property Owner's actions in connection with the Project, any
<br />third party claims arising out of this Agreement, or any approval or certification by the City
<br />relating to the Project. This hold harmless Agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this paragraph or due by reason of the terms of, or effects,
<br />arising from this Agreement or any approval or certification by the City relating to the Project,
<br />regardless of whether or not the City prepared, supplied or approved this Agreement, plans or
<br />specifications, or both, for the Project. The Property Owner further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement or any approval or certification by the City relating to the Project, or asserting
<br />that damages, just compensation, restitution, judicial or equitable relief is due to personal or
<br />property rights by reason of the terms of, or effects arising from this Agreement, The Property
<br />Owner further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />excluding fees and costs for special counsel to be selected by the City or other outside counselor
<br />consultants, if any, regarding any action by a third party challenging the validity of this
<br />Agreement or any approval or certification by the City relating to the Project, or asserting that
<br />damages, just compensation, restitution, judicial or equitable relief is due to personal or property
<br />rights by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding.
<br />
<br />4.8 Binding Effect of Agreement. To the extent not otherwise provided in
<br />Section 4.4 of this Agreement, the burdens of the Agreement bind, and the benefits of the
<br />Agreement inure, to the parties' successors in interest.
<br />
<br />4.9 Relationship of the Parties. The contractual relationship between the
<br />City and Owner arising out of the Agreement is one of independent contractor and not agency.
<br />This Agreement does not create any third party beneficiary rights.
<br />
<br />4.l..O9 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 in the manner provided in this Section, to the following persons:
<br />
<br />lfto the City, to:
<br />
<br />758-209
<br />
|