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obligation to indemnify the City for any liability or loss arising from the gross negligence or
<br /> willful misconduct of the City, its officers, agents, or employees.
<br /> 6. City Indemnity. To the fullest extent allowed by law, the City shall indemnify,
<br /> defend (with legal counsel reasonably acceptable to Developer), and hold harmless Developer,
<br /> its officers, agents, employees, members, directors, partners, and affiliates from and against
<br /> any liability, claims, actions, costs, damages or losses, including reasonable costs and
<br /> attorney's fees, for injury to persons, including death of any person, or damage to any
<br /> property, arising directly or indirectly from the gross negligence or willful misconduct of the
<br /> City, its agents, or contractors in the performance of this Agreement.However,the City shall have
<br /> no obligation to indemnify Developer for any liability or loss arising from the gross negligence
<br /> or willful misconduct of Developer, its agents, employees, or contractors.
<br /> 7. Mutual Waiver of Consequential Damages. Notwithstanding any other
<br /> provision of this Agreement, in no event shall either party be liable to the other for any incidental,
<br /> special, punitive, or consequential damages (including, but not limited to, loss of profits or
<br /> revenue) arising out of this Agreement.
<br /> 8. Acts Beyond Developer's Control. Nothing in this Agreement shall be
<br /> construed to entitle the City to bring an action against Developer for injury to or change in the
<br /> Maintenance Area, Maintenance Area Improvements, and/or any person or property on the
<br /> Maintenance Area resulting from unforeseeable causes entirely beyond Developer's
<br /> control, including, without limitation, fire, flood, storm, epidemics, pandemics, disease,
<br /> earth movement, or other similar natural catastrophes amounting to acts of God,
<br /> provided such could not have been prevented or mitigated by the exercise of reasonable care
<br /> or industry-standard preventative measures. This shall also apply to any reasonably prudent
<br /> action taken by Developer under unforeseen emergency conditions to prevent, abate, or mitigate
<br /> imminent and significant injury to the Maintenance Area, Maintenance Area Improvements, and/
<br /> or any person or property on the Maintenance Area. This provision does not excuse liability for
<br /> conditions resulting from typical weather patterns and risks reasonably foreseeable at the time of
<br /> execution of this Agreement.
<br /> 9. Assignment. Developer shall have the right, upon written notice to the City, to
<br /> assign all of Developer's rights and obligations set forth in this Agreement to a homeowner's
<br /> association formed to manage the project that has been constructed on the Developer Property or
<br /> successor owner of the Developer Property ("Successor"). Developer hereby covenants and
<br /> warrants for itself, and for its successors and assigns, that any deed or other instrument conveying
<br /> fee title to any portion of the Developer Property to a Successor shall expressly state and require
<br /> that the Successor assume all of Developer's obligations under this Agreement. After assigning
<br /> Developer's rights and obligations under this Agreement to a Successor, the Successor shall have
<br /> all rights and obligations of Developer set forth in this Agreement, and Developer shall thereafter
<br /> have no further rights, liabilities or obligations under this Agreement and shall be automatically
<br /> released from all liability under this Agreement. The written notice of the assignment to the
<br /> Successor of Developer's rights and obligations under this Agreement shall contain appropriate
<br /> contact information for the Successor, including, without limitation, the Successor's property
<br /> manager's name, telephone number, address, the effective date of the assignment of Developer's
<br /> rights and obligations to the Successor, and a recorded copy of the deed or instrument assigning
<br /> Developer's rights and obligations to the Successor.
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