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4.4 • 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 />The term " Agreement" or "Development Agreement" as used herein shall include any
<br />amendment properly approved and executed.
<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 bylaw. The
<br />City shall not be liable for, any action in damages or any costs or attorney's fees resulting from
<br />any dispute, controversy, action or inaction, or any legal proceeding arising out of this
<br />Agreement.
<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 airy
<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 willful misconduct in the performance of this Agreement. This hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable
<br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section
<br />or due by reason of the terms of, or effects, arising from this Agreement or any approval or
<br />cerfiifrcation by the City relating to the Project, regardless of whether or not the City prepared,
<br />supplied or approved this Agreement, plans or specifications, or both, for the Project. The
<br />Property Owner further agrees to indemnify, hold harmless, and pay all costs for the defense of
<br />the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement or any approval or certification
<br />by the City relating to the Project, or asserting that damages, just compensation, restitution,.
<br />judicial or equitable relief is due to personal or property rights by reason of the terms of, or
<br />effects arising from property Owner's negligent acts, omissions or willful misconduct in the
<br />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
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