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(a) In the event of any Litigation the parties agree to affirmatively <br />cooperate in defending said action. <br />(b) Owner shall have approval of any settlement if, (i) it will affect <br />Owner's project, or (ii) Owner will be required to pay (or reimburse) <br />any amounts (regardless of type) in connection with the settlement <br />(including attorney's fees and costs). <br />(i) If City determines to settle over Owner's objections, then <br />Owner may upon thirty (30) days written notice terminate <br />defense of the action. <br />(ii) If City rejects a settlement offer that Owner deems reasonable, <br />then Owner may upon thirty (30) days written notice terminate <br />defense of the action. <br />(c) Owner shall be allowed to terminate its defense if it determines to <br />abandon defense of its project application; provided, however, that <br />in such circumstance Owner shall be solely liable for award, if any, <br />of costs or attorney's fees to plaintiff /petitioner incurred prior to the <br />effective date of termination. <br />4.6 Binding Effect of Development Agreement, To the extent not otherwise <br />provided in Section 4.2 of this Development Agreement, the burdens of <br />this Development Agreement bind, and the benefits of the Development <br />Agreement inure, to the parties' successors in interest, transferees and <br />assigns. <br />4.7 Relationship of the Parties. The contractual relationship between City <br />and Owner arising out of this Development Agreement is one of <br />independent contractor and not agency. This Development Agreement <br />does not create any third party beneficiary rights. <br />4.8 Notices. Any notice, tender, demand, delivery, or other communication <br />pursuant to this Development Agreement shall be in writing and shall be <br />deemed to be properly given if delivered in person or mailed by first class <br />or certified mail, postage prepaid, or sent by telefacsimile or other <br />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 />11 A -27 <br />