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employees, agents and contractors, under this Agreement, except to the extent such <br />injuries, death, damages or breach are caused by the City. <br />2.3.3 Indemnity and Hold Harmless as to Subcontractors. The Developer shall <br />indemnify and hold the City harmless from any claims of suppliers or subcontractors <br />of Developer for improvements constructed or caused to be constructed by the <br />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. <br />2.3.5 Release. The Developer assumes full responsibility for the work to be <br />performed hereunder, and releases, relinquishes and discharges the City, its officers, <br />agents and employees, from all claims, demands, and causes of action of every kind <br />and character, including the cost of defense therefore, for any injury to or death of <br />any persons and any loss of or damage to any property that is caused by, alleged to <br />be caused by, arising out of, or in connection with, the Developer's work to be <br />performed hereunder. This release shall apply whether or not said claims, demands, <br />and causes or action are covered in whole or in part by insurance, but not to the extent <br />said claims, demands, and causes of action were caused in whole or in part by the <br />negligence of the City. <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 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 />2.4.3 Applicable Law and Venue. This Agreement shall be governed and <br />construed under and in accordance with the laws of the State of Texas. Jurisdiction and <br />venue for any matter arising out of this Agreement shall be in Hays County, Texas. <br />Jurisdiction and venue in federal court for matters arising out of this Agreement shall be in <br />the United States District Court for the Western District of Texas, Austin Division. <br />2.4.4 Severability. If any the provision of this Agreement is held to be invalid or <br />unenforceable by a court of proper jurisdiction, the holding will not affect any other <br />provisions of this Agreement if the Agreement can be given effect without the invalid <br />