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and performing this Agreement, is a governmental entity acting in a governmental
<br />capacity.
<br />2.3.2 Indemnity and Release. Until the Improvements are accepted by the
<br />City, Developer agrees to and shall indemnify, hold harmless, and defend City and its
<br />officers, agents, and employees from and against any and all claims, losses, damages,
<br />causes of action, suits, and liability of every kind, including all expenses of litigation,
<br />court costs, expert fees and attorney's fees, for injury to or death of any person, or for
<br />damage to any property, or for breach of contract, arising out of or in connection with
<br />the work done by Developer, its officers, employees, agents and contractors, under
<br />this Agreement, regardless of whether such injuries, death, damages or breach are
<br />caused in whole or in part by the negligence of City, any other party indemnified
<br />hereunder, or the Developer.
<br />2.3.3 Indemnity and Hold Harmless as to Subcontractors. The Developer shall
<br />indemnify and hold the City harmless from any monetary claims of suppliers or
<br />subcontractors of Developer for improvements constructed or caused to be
<br />constructed by the Developer.
<br />2.3.4 Indemnity and Hold Harmless as to Others. The Developer shall
<br />indemnify and hold the City harmless from any and all injuries to or claims of
<br />adjacent property owners or occupants resulting from or relating to the Developer's
<br />performance under this Agreement until the Improvements are accepted by the City.
<br />2.3.5 Release. The Developer assumes full responsibility for the work to be
<br />performed hereunder until the Improvements are accepted by the City, and releases,
<br />relinquishes and discharges the City, its officers, agents and employees, from all
<br />claims, demands, and causes of action of every kind and character, including the cost
<br />of defense therefore, for any injury to or death of any persons and any loss of or
<br />damage to any property that is caused by, alleged to be caused by, arising out of, or
<br />in connection with, the Developer's work to be performed hereunder. This release
<br />shall apply whether or not said claims, demands, and causes or action are covered in
<br />whole or in part by insurance and regardless of whether or not said claims, demands,
<br />and causes of action were caused in whole or in part by the negligence of the City, any
<br />other party released hereunder, or the Developer.
<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.
<br />2.4.2 Subject to Ordinances and Laves. This Agreement and the obligations of
<br />the parties hereunder are subject to all valid and applicable ordinances, fees (including City
<br />12313886.3
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