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<br /> 4.6 Hold Harmless. Property Owner agrees to and shall hold City, its
<br /> officers, agents, employees, consultants, special counsel, and representatives ("City Parties",
<br /> collectively) harmless from liability: (1) for damages, just compensation, restitution, judicial or
<br /> equitable relief arising out of claims for personal injury, including health, and claims for property
<br /> damage, which may arise due to negligent acts, omissions or willful misconduct, from the direct
<br /> or indirect operations of the Property Owner or their contractors, subcontractors, agents,
<br /> employees, or other persons acting on their behalf which relates to the Project; and (2) from any
<br /> claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of
<br /> the terms of or effects arising from, and to the extent of Property Owner's negligent acts,
<br /> omissions or willfiil misconduct in the performance of this Agreement. This hold harmless
<br /> Agreemt agreement applies to all claims for damages, just compensation, restitution, judicial
<br /> or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br /> this paragr-aplr Section or due by reason of the terms of, or effects, arising from this Agreement or
<br /> any approval or certification by the City relating to the Project, regardless of whether or not the
<br /> City prepared, supplied or approved this Agreement, plans or specifications, or both, for the-
<br /> Project. The Property Owner further agrees to indemnify, hold harmless, and pay all costs for the
<br /> defense of the City, including fees and costs for special counsel to be selected by the City,
<br /> regarding any action by a third party challenging the validity of this Agreement or any approval
<br /> or certification by the City relating to the Project, or asserting that damages, just compensation,
<br /> restitution, judicial or equitable relief is due to personal or property rights by reason of the terms
<br /> of, or effects arising from Property Owner's negligent acts, omissions or willful misconduct in
<br /> the performance of this Agreement. City may make all reasonable decisions with respect to its
<br /> representation in any legal proceeding.
<br /> 4.7 Binding Effect of Agreement. To the extent not otherwise provided in
<br /> Section 4.3 of this Agreement, the burdens of the Agreement bind, and the benefits of the
<br /> Agreement inure, to the parties' successors in interest, transferees and assigns.
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<br /> 4.8 Relationship of the Parties. The contractual relationship between City
<br /> and Owner arising out of the Agreement is one of independent contractor and not agency or
<br /> partnership. This Agreement does not create any third party beneficiary rights.
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<br /> 4.9 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 or other telegraphic communication in the manner provided in this Section, to the
<br /> following persons:
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<br /> If to City, to:
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<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
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