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<br />4.6 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,
<br />controversy, action or inaction, or any legal proceeding arising out of this Agreement except as
<br />may be provided in Section 6.3(5) of this Agreement.
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<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 reliefarising 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.
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<br />4.8 Binding Effect of Agreement. To the extent not otherwise provided in
<br />Section 4.4 ofthis Agreement, the burdens of the Agreement bind, and the benefits of the
<br />Agreement inure, to the parties' successors in interest.
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<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.
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<br />Ordinance NS-2677
<br />Page 11 of 38
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