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1 8. Binding Effect. The terms and provisions hereorshall be binding upon and inure to the <br />benefit ofthe heirs, representatives, successors and assigns of tlic parties Iicrclo and sliall be binding <br />deemed covenants running with the land. References herein to Developer, if there be more than one, shall <br />mean each and all of them. Tliis agreement at the option ofthe City shall be placed of record so as to give <br />notice hereof to any subsequent purchasers and encumbrancers of all or any part of the property. <br />19. Incorporation by Reference. All plans, s|xx:ial provisions, proposals, specifications and <br />contracts for Uie Improvements furnished and let pursuant to this agreement shall be and hereby are made <br />a part of this agreement by reference as fully as if set out herein in full. <br />20. Disclaimer by City. It is understood and agreed that tlie City, the City Council, and the <br />agents and employees of the City shall not be personally liable or responsible in any manner to the <br />Developeror Developer's contractors, subcontractors, materialmen, laborers, or any other person, firm <br />or corporation, for any debt, claim, demand, damages, actions, or causes of action of any kind or <br />cliaracter, arising out ofor by reason ofthe execution of this agreement or the perfomiance and completion <br />ofthe Improvements. Third parties shall have no recourse against the City under this Contract. Tlie City <br />is not a guarantorofthe Developer’s obligations under this Contract. The City shall have no responsibility <br />or liability to dwelling unit purchasers orotlicrs for tlie City’s failure to enforce this Contract or for allowing <br />deviations from it. <br />21. Hold Harmless and Indemnification. Tlie Developer shall indemnify and hold hamiless <br />the City, theCity Council, and the agents and employees ofthe City from and against all claims, damages, <br />losses or expenses, including attorney fees, which the City, City Council and agents and employees ofthe <br />City may sufler or for which it may be held liable, arising out of or resulting from tlie assertion against them <br />of any claims, debts or obligations in consequence ofthe performance of this agreement by the Developer, <br />its employees, agents or sub-contractors, whether or not caused in part by a party indemni fied hereunder. <br />22. Controlling Agreement. To the extent that there is any difTerence or ambiguity between <br />this Planned Unit Development Agreement and other agreements between tlie City and tlie Developer, this <br />Planned Unit Development Agreement shall control. <br />23. Severability. Ifany portion, section, suh.section, sentence, clause, paragraph, or phrase <br />of this Contract is for any reason held invalid, such decision .shall not afTect the validity of the remaining <br />portion of diis Contract. <br />24. Waivers/Amendmenis. The action oi inaction ofthe City .shall not constitutea waiver <br />or amendment to the provisions of this Contract. To be binding, amendments or waivers shall be in writing, <br />signed by tlic parties and approved by written resolution of tlie City Council, llie City’s fai lure to promptly <br />take legal action to enforce this Contract shall not be a waiver or release. <br />25. Release. This Contract shall run with the land and may be recorded against the title to <br />the property. After the Developer has comjileled the work required of it under this Contract, at the <br />Developer’s request the City will issue a Certificalc of Compliance.. <br />GC-6