|
collectively) harmless fiom liability: (1) for darnages, 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 willful misconduct in the performance of this Agrecm.ent, 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 terns of, or effects, arising from this Agreen -tent or any approval or
<br />certification 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 indenmrify, 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 deerned to be properly given if
<br />delivered in person or trailed 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 />and,
<br />City Manager
<br />City of Santa Ana
<br />20 Civic Center Plaza M -31.
<br />P.O. Box 1988
<br />Santa Ant, California 92702
<br />telefacsimile (714) 647 -6954
<br />75A -39
<br />
|