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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 willfirl misconduct in the performance of this Agreement. This hold harmless
<br />Agreem? 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 paragrup 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.
<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.
<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:
<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 />11A-14
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