Laserfiche WebLink
shall apply only on a comparative negligence or liability basis as to (i) matters or <br /> circumstances arising as a result of the negligence or willful misconduct of City or <br /> any other party indemnified hereunder, (ii) matters, defects, circumstances or <br /> conditions existing on or with respect to any real property owned by the City or any <br /> other party other than Developer which were not caused by Developer,or(iii) City's <br /> breach or default under this Agreement. <br /> 2.3.5 Release. The Developer assumes full responsibility for the work to be <br /> performed hereunder, and,subject to the City's performance of its obligations under <br /> this Agreement, releases,relinquishes and discharges the City,its officers,agents and <br /> employees, from all claims, demands, and causes of action of every kind and <br /> character, including the cost of defense therefore, for any injury to or death of any <br /> persons and any loss of or damage to any property that is caused by, alleged to be <br /> caused by,arising out of,or in connection with,the Developer's work to be performed <br /> hereunder; provided, however, the foregoing release shall apply on a comparative <br /> liability basis as to(i)matters or circumstances arising as a result of the negligence or <br /> willful misconduct of City, any other party indemnified hereunder, (ii) matters, <br /> defects, circumstances or conditions existing on or with respect to any real property <br /> owned by the City or any other party other than Developer which were not caused by <br /> Developer,or(iii)City's breach or default under this Agreement. <br /> 2.4 Miscellaneous <br /> 2.4.1 Entire Agreement; Amendment,- Assignment. This Agreement constitutes <br /> the entire agreement between the parties hereto and may be amended only by a written <br /> document signed by the parties. This Agreement shall be binding upon the successors and <br /> assigns of the parties. The assignment of all or part of this Agreement by a party is not <br /> valid without the written consent of the other party, except that Developer may, transferor <br /> assign its rights or obligations under this Agreement with respect to all or part of the Project <br /> from time to time to an Affiliate (defined below) upon written notice to the City of such <br /> assignment. Prior to the completion of the Public Improvements,however,Developer shall <br /> not transfer or assign its rights or obligations under this Agreement with respect to all or <br /> part of the Project to a non-affiliated entity without the prior consent of the City, and <br /> provided further that the foregoing shall not limit Developer's ability to sell residential <br /> tracts or parcels within the Project without the City's consent. After the completion of the <br /> Public Improvements, the Developer may transfer or assign its rights or obligations under <br /> this Agreement to any party without the City's consent. Developer shall provide the City <br /> thirty (30) days prior written notice of any such assignment occurring prior to completion <br /> of the Public Improvements. For purposes herein,the term "Affiliate" shall mean an entity <br /> which is controlled by, controls, or is under common control with Developer. <br /> 2.4.2 Subject to Ordinances and Laws. This Agreement and the obligations of <br /> the parties hereunder are subject to all valid and applicable ordinances,fees(including City <br /> impact fees and/or pro rata fees), rules, regulations,and laws of all governmental agencies <br /> having lawful jurisdiction over them. <br /> 6 <br />