Res 2017-183/approving a developer participation agreement between the City and Whisper Master Community Limited Partnership providing for the City’s participation in the cost of oversizing certain public street improvements

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Z3.3 Indemnity=dHoldHarmlessarloSxbconhadors. The Developer shall indemnify and bold the City harmless from any claims of suppliers or subcontractors of Developer for improvements constructed or caused to be constructed by the Developer. 2.3.4 Indemnity and Hold Harmless as to Others. The Developer shall indemnify and hold the City harmless from any and all injuries to or claims of adjacent property owners or occupants resulting from or relating to the Developer's performance ander this Agreement. 2.3.5 Release. The Developer assumes full responsibility for the work to be performed hereunder, and releases, relinquishes and discharges the City, its officers, agents and employees, from all claims, demands, and causes of action of every kind and character, including the cost of defense therefore, for any Injury to or death of any persons and any loss of or damage to any property that is caused by, alleged to be mused by, arising out of, or in connection with, the Developer's work to be performed hereunder. This release shall apply whether or not said claims, demands, and causes or action are covered in whole or In part by Insurance and regardless of whether or not sold claims, demands, and muses of action were mused In whole or in part by the negligence of the City, any other party released hereunder, or the Developer. 2.3.6. Breach. Subject to Section 2.4.3, Developer does not waive or release any claim under this Agreement, at law or in equity and Developer may exercise rights and remedies against the City, including filing suit against the City, for the City's breach of its obligations under this Agreement, including, but not limited to, City's failure to reimburse Developer in accordance with Section 2.2.5. 2.4 Miscellaneous 2.4.1 Entire Agreement; Amendment; Assignment. This Agreement constitutes the entire agreement between the parties hereto and may be amended only by a written document signed by the parties. This Agreement shell be binding upon the successors and assigns of the parties. The assignment of all or part of this Agreement by a party is not valid without the written consent of the other party. 2.4.1 Subject to Ordinances and Laws. This Agreement and the obligations of the parties hereunder are subject to all valid and applicable ordinances, fees (including City impact fees and/or pro rata fees), rules, regulations, and laws of all governmental agencies having lawful jurisdiction over them. 2.4.3 Applicable Law and Verne. This Agreement shall be governed and construed under and in accordance with the laws of the State of Texas. Jurisdiction and venue for any matter arising out of this Agreement shall be in Hays County, Texas.