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<br />4.5 Amendment or Cancellation of Agreement. This Agreement may be
<br />amended from time to time or cancelled 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 />provided, however, that as specified in Section 5.5.1 of this Agreement the Executive Director
<br />may approve one or more minor changes in the Project only to the extent that such changes are
<br />not required by State law or the City Municipal Code to be decided by the Zoning Administrator,
<br />Planning Commission (or other City Commission) or City Council.
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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, controversy,
<br />action or inaction, or any legal proceeding arising out 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 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 relate to the Project; and (2)- from
<br />any claim that damages, just compensation, restitution, judicial or equitable relief due by reason
<br />of the terms of or effects arising from this Agreement, other than a breach by the City of its
<br />obligations hereunder. Property Owner agrees to pay all costs for the defense of the City and its
<br />officers, agents, employees, consultants, special counsel, and representatives regarding any action
<br />for damages, just compensation, restitution, judicial or equitable relief caused or alleged to have
<br />been caused by reason of Property Owner's actions in connection with the Project, any third party
<br />claims arising out of this Agreement, or any approval or certification by the City relating to the
<br />Project. 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 of the
<br />events referred to in this Section 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 ofthis 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 />4.8 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 ofthe
<br />Agreement inure, to the parties' successors in interest.
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