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.ram AN*% against any and all claims, liabilities, losses, damages, injuries,penalties, fines,judgments, awards, decrees, attorneys' fees and related costs Developer's act or omissions related to this f any kind or nature (each a "Claim" and collectively, Claims ) arising out of per Agreement, including without limitation Developer'swillful misconduct t or action ctive negligence on the Facilities, as long as the Claim is not the result of the Distribution f w part of City. City agrees to indemnify, defend, and holdrinless of a evelo nand assignmentr, its officers, agents, ts, employees, and consultants (including, from and afterthe Bement, the HOA ' Developer's rights and obligations as referred to in Section 11 of this and against any and all and/or a successor owner or owners of the Developers Property), Claims arising out of City's active negligence relaTeedao this Agre nand nspecrioni obligations limitation City's performance of its maintenance, preplacement, pursuant to Section 4 of this Agreement, as long as the Claim is not the result of willful misconduct or active negligence on the part of Developer. 9. No Third Party Beneficiaries. There are no intended third party beneficiaries of this Agreement. 10. Independent Contractors. Neither Party nor any of its contractors, sjoint venturer s an agent, members, directors, officersubc e and each�Party's relationship to volunteers, or agents ithe other Party arising herefrom is or employee of the other Party strictly that of an independent contractor. ll be forming 11. Transfers and Assignments. It is understood as Property andithe Unit Meterse HOA which will own the common areas within the Develo per Upon (1 or discrete phase/portion )the occurrence of the Completion Date(as to the Unit as and/or the HOA's delivery thereof), (2) Developer's formation of the HOA, and(3)Developer' and 2 all of of written notice to City of the occurrence of the respect ect to the Unit Meters referred to in. clause discrete Developer's rights and obligations hereunder (with ped phase/portion thereof) automatically shall be deemed to have been transferred d from such rights and obligat ons�, ando and assumed by the HOA,Developer shall be released Developer shall have no further rights or obligations hereunder. In addition,prior to the assignment of this Agreement to the HOA in accordance with the preceding paragraph, Developer may theign its Developer'sg Property s and and in suions ch event the Agreement to a succer this essor owner or owners of be reeased from all oligation assignor and assignee shall so notify City and the assignor the assiallment 1 As used herein,the terms set forth in this Agreement upon the effective date o "Developer" is intended to refer to the HOA and any subsequent owner of the Developer's Property at the time such assignment/transfer occurs. 12. Binding Upon Heirs Successors and Assigns. The terms, covenants, and conditions set forth in this Agreement shall be bmdmg upon all hirs, successors,not be binding upon a pur haser ors of the Parties; provided,however,that this Agreement shall transferee of any portion of the Developer's Property unless this Agreement has been assigned pursuant to Section 11. MAINTENANCE AGREEMENT--WATER METERS �5