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respective obligations hereunder, but the City, its officers, <br />employees, agents and consultants and the Developer shall not be <br />liable in damages to the other party to this Preliminary Agreement <br />or any other person claiming thereunder for any breach of this <br />Preliminary Agreement or for any failure to perform under this <br />Preliminary Agreement or negligent performance under this Prelimi- <br />nary Agreement.by the City or the Developer, or, their officers, <br />employees, agents or consultants. <br /> <br />Section 7. Ownership of Project Feasibility Study. <br /> <br /> It is agreed between Developer and City that both parties <br />shall have Joint ownership of the Project Feasibility Study referred to <br />throughout this Preliminary Agreement. Neither party may use this study <br />without the permission of the other party. <br /> <br />Section 8. Indemnification; No Obligation to Third Parties; Nature of <br />A~reementl and Assignment. <br /> <br /> (a) Indemnification. The Developer shall indemnify and save <br />harmless the City from any and all loss, cost, damage, liability or <br />expense, including attorneys fees, incurred by the City in connec- <br />tion' with or on account of any action or omission taken or omitted, <br />as the case may be, by the Developer in violation of this Prelimi- <br />nary Agreement, or of any failure by the Developer to perform <br />Developer's obligations hereunder, including, without limitation, <br />Developer's obligation to carry out the Development Agreement. <br /> <br /> (b) No Obligation to Third Parties. None of the respon- <br />sibilities and obligations of the City under this Preliminary <br />Agreement shall in any way or in any manner be deemed to create any <br />liability of the City to, or any rights in, any person or entity <br />other than the Developer. <br /> <br /> (c) Nature .of Agreement. The rights and duties granted to <br />and assumed by the Developer hereunder are those of an independent <br />contractor only. Nothing contained herein shall be so construed as <br />to constitute the relationship created under this Preliminary <br />Agreement between the Developer and the City as a mutual agency, <br />general agent, a partnership or a Joint venture. <br /> <br /> (d) Assignment. Developer agrees not to assign or in any <br />manner transfer this Preliminary Agreement or any estate or interest <br />therein without the previous written consent of City. Any merger, <br />consolidation or liquidation, or any change in ownership or power <br />to vote of 50Z or more of its outstanding voting stock shall con- <br />stitute an assignment for the purpose of this Preliminary Agree- <br />ment. No assignment of this Prel~ainary Agreement, whether by act <br />of the Developer or by operation of law shall relieve or release <br /> <br />-8- <br /> <br /> <br />