04-11-2005 Council Packet - Laserfiche WebLink

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i i 18. Biidipg Effect The terms aiKl provisions hereof shall be binding upon and inure to the benefit of the heirs, representatives, successors and assigns of the parties hereto and shall be binding deemed covenants running with the land. References herein to Developer, if there be more than one, shall mean each and all of them. This agreement at the option of the City shall be placed of record so as to give notice hereof to any subsequent purchasers and encumbrancers of all or any part of the property. 19. Incorporatioii by Reference. All plans, q)ecial provisions, proposals, specifications and contracts for the Improvements furnished and let pursuant to this agreement shal I be and hereby are made a part of this agreement by reference as fully as if set out herein in full. 20. Dbclalmer by City. It is understood and agreed that the City, the City Council, and the agents and employees of the City shall not be personally liable or responsible in any manner to the Developer or Developer's contractors, subcontractors, materialmen, laborers, or any other person, firm or corporation, for any debt, claim, demand, damages, actions, or causes of action of any kind or character, arising out ofor by reason ofthe execution ofthisagreementor the performance and completion of the Improvements. Third patties shall have no recourse against the City under this Contract TheCity is not a guarantor of die Developa’s obligations under this Contract The City shall have no responsibility or lidiility to dweUiog unit purchasers or others fwdieCity ’s failure to enforce this Contractor for allowing deviations fixim it. 21. Hold Harmless anil Indenmillcation. TheDevelopershaUindemnifyandhoIdharmless the City, the City Council, and the agents and employees ofthe City torn and against all claims, damages, losses or expenses, including attorney fees, which the City, City Council and agents and employees ofthe City may suffer or for which it may be held liable, arising out ofor resulting fiom the assertion against them of any claims, debts or obligations in consequence of the performance of this agreement by the Developer, iis employees, agents or subcontractors, whether or not caused in part by a party indemni fled hereunder. 22. ControUbigAgreeiiieiit Totheextentthatthereisanydiflferenccorambiguitybetween diisPlanned Unit Development AgreenMnt and odier agreements between the City and the Developer, this Planned Unit Development Agreement shall control. 23. Severability. If any portion, section, subsection, sentence, clause, paragrq)h, orphrase of this Contract is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Contract. 24. Wafvcrs/Amoidments. The action or inaction ofthe City shall not constitute a waiver or amendment to the provisions of this CcntracL To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolutiini ofthe City Council. The City's failure to promptly take legal action to enforce this Contract shall not be a waiver or release. 25. Release. This Contract shall ran with the land and may be recorded against the title to the property. AAer the Developer has completed the work required of it under this Contract, at the Developer's request the City will issue a Certificate of Compliance.. GC-6 mm