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<br /> 4.4 Amendment or Cancellation of Agreement. This Agreement may be
<br /> amended from time to time or cancelled only 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 by law. The
<br /> remedies provided in Section 7.4 of this Agreement shall not include,and City shall not be liable
<br /> for,any action in damages,except for damages solely caused by its willful or intentional conduct,
<br /> or any costs or attorney's fees resulting from any dispute,controversy, action or inaction,or any
<br /> legal proceeding arising out of this Agreement,except where such costs and fees are incurred
<br /> solely caused by the City's willful or intentional conduct.
<br /> 4.6 Hold Harmless. Property Owner agrees to and shall hold City,its
<br /> officers,agents and employees harmless from liability.(1)for damages,just compensation,
<br /> restitution,judicial or equitable relief arising out of claims for personal injury,including health,
<br /> and claims for property damage,which may arise from the direct or indirect operations of the
<br /> Property Owner or their contractors,subcontractors, agents,employees,or other persons acting
<br /> on their behalf which relates to the Project;and(2)from any claim that damages,just
<br /> compensation,restitution,judicial or equitable relief is due by reason of the terms of or effects
<br /> arising from this Agreement. The foregoing shall exclude claims based on the City's own
<br /> negligence or intentional conduct.Property Owner agrees to pay all costs for the defense of the
<br /> City and its officers,agents and employees regarding any action for damages,just compensation,
<br /> restitution,judicial or equitable relief caused or alleged to have been caused by reason of
<br /> Property Owner's actions in connection with the Project,any claims arising out of this
<br /> Agreement,or any approval or certification by the City relating to the Project(but excluding any
<br /> third party costs, incurred by the City,including fees and costs for outside counsel and
<br /> consultants). This hold harmless agreement applies to all claims for damages,just compensation,
<br /> restitution,judicial or equitable relief suffered,or alleged to have been suffered,by reason of the
<br /> events referred to in this paragraph or due by reason of the terms of,or effects,arising from this
<br /> Agreement or any approval or certification by the City relating to the Project,regardless of
<br /> whether or not the City prepared,supplied or approved this Agreement,plans or specifications,
<br /> or both, for the Project. The Property Owner further agrees to indemnify,hold harmless,and pay
<br /> all costs for the defense of the City,excluding fees and costs for special counsel to be selected by
<br /> the City or other outside counsel or consultants, if any,regarding any action by a third party
<br /> challenging the validity of this Agreement or any approval or certification by the City relating to
<br /> the Project,or asserting that damages,just compensation,restitution,judicial or equitable relief is
<br /> due to personal or property rights by reason of the terms of,or effects arising from this
<br /> Agreement. City may make all reasonable decisions with respect to its representation in any
<br /> 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.
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