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<br />4.4 Amendment or Cancellation of Agreement. This Agreement may be
<br />amended from time to time or cancelled only by the mutual consent of the parties, but only in the
<br />same manner as its adoption by an ordinance as set forth in Government Code Section 65868.
<br />The term "Agreement" or "Development Agreement" as used herein shall include any
<br />amendment properly approved and executed.
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<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 7.4 of this Agreement shall not include, and City shall not be liable
<br />for, any action in damages, except for damages solely caused by its willful or intentional conduct,
<br />or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any
<br />legal proceeding arising out of this Agreement, except where such costs and fees are incurred
<br />solely caused by the City's willful or intentional conduct.
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<br />4.6 Hold Harmless. Property Owner agrees to and shall hold City, its
<br />officers, agents and employees harmless from liability: (1) for damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including health,
<br />and claims for property damage, which may arise from the direct or indirect operations of the
<br />Property Owner or their contractors, subcontractors, agents, employees, or other persons acting
<br />on their behalf which relates to the Project; and (2) from any claim that damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason ofthe terms of or effects
<br />arising from this Agreement. The foregoing shall exclude claims based on the City's own
<br />negligence or intentional conduct. Property Owner agrees to pay all costs for the defense of the
<br />City and its officers, agents and employees regarding any action for damages, just compensation,
<br />restitution, judicial or equitable relief caused or alleged to have been caused by reason of
<br />Property Owner's actions in connection with the Project, any claims arising out ofthis
<br />Agreement, or any approval or certification by the City relating to the Project (but excluding any
<br />third party costs, incurred by the City, including fees and costs for outside counsel and
<br />consultants). This hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason ofthe
<br />events referred to in this paragraph or due by reason of the terms of, or effects, arising from this
<br />Agreement or any approval or certification by the City relating to the Project, regardless of
<br />whether or not the City prepared, supplied or approved this Agreement, plans or specifications,
<br />or both, for the Project. The Property Owner further agrees to indemnify, hold harmless, and pay
<br />all costs for the defense of the City, excluding fees and costs for special counsel to be selected by
<br />the City or other outside counselor consultants, if any, regarding any action by a third party
<br />challenging the validity of this Agreement or any approval or certification by the City relating to
<br />the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is
<br />due to personal or property rights by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding.
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<br />4.7 Binding Effect of Agreement. To the extent not otherwise provided in
<br />Section 4.3 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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