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4.5 Hold Harmless. Owner agrees to and shall hold City, its officers, agents, <br />employees, consultants, special counsel, and representatives harmless from liability for damages, <br />restitution, judicial or (to the extent legally possible) equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from construction <br />activities with respect to the Project by the Owner or their contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf; the Owner further agrees to provide a defense on <br />behalf of the City, including fees and costs for special counsel to be selected by the City and <br />approved by the Owner, regarding any Litigation. Notwithstanding the above, in the event of any <br />Litigation the parties hereby agree to affirmatively cooperate in defending said action. <br />4.6 Binding Effect of Agreement. The burdens of the Agreement bind, and the <br />benefits of the Agreement inure, to the parties' successors in interest. <br />4.7 Relationship of the Parties. The contractual relationship between City and <br />Owner arising out of the Agreement is one of independent contractor and not agency. This <br />Agreement does not create any third party beneficiary rights. <br />4.8 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 delivered <br />in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />If to City, to: <br />City Manager <br />City of Santa Ana <br />20 Civic Center Plaza M-31 <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />telefacsimile (714) 647-6954 <br />and <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza M-29 <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />telefacsimile (714) 647-6515 <br />If to Owner, to: <br />Cory W. Alder <br />President, Nexus Companies <br />1 MacArthur Plaza, Suite 300 <br />Santa Ana, California 92707 <br />telefacsimile (714) 546-5660 <br />9 <br />DOCSOC/1110339v] 1/24579-0001 <br />75A-22 <br />