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Section 9.13 Indemnification. The City assumes no liability for the actions of the <br />Developer under this Agreement. The Developer agrees to fully indemnify and hold harmless the <br />City against any and all liability, loss, damage, or expense, including without limitation, <br />reasonably attorneys fees, which the City may sustain or be required to pay as a result of any <br />knowingly wrongful or negligent acts of the Developer in performance of its services and <br />obligations under this Agreement. The Developer agrees that in order to protect itself as well as <br />the City under the indemnification provision set forth above, it will obtain and keep in full force <br />and effect at all times during the term of this Agreement, a liability insurance policy issued by a <br />company authorized to do business in the State of Ohio and approved by the City with liability <br />coverage in the amount of $ . Said policy shall name the City as an additional <br />insured. The obligation of the Developer under this paragraph shall survive the termination of <br />this Agreement. <br />Section 9.14 Recording. A memorandum of this Agreement, acceptable to the City and <br />Developer, shall be recorded in the land records of Cuyahoga County, Ohio. <br />Section 9.15 Agreement Runs with the Land. All of the provisions, terms, covenants, <br />and obligations contained in this Agreement shall be binding upon the parties and their <br />respective heirs, successors and assignees, and all other persons acquiring all or a portion of the <br />Development Site, whether by operation of law or in any matter whatsoever. <br />Section 9.16 Provisions Not Merged With Deed. None of the provisions of the <br />Agreement are intended to or shall be merged by reason of any deed transferring title to or from <br />the City to Developer or any successor in interest, and any such deed shall not be deemed to <br />affect or impair the provisions and covenants of this Agreement. <br />Section 9.17 Citv Approvals. Any provision of the Agreement requiring the approval of <br />the City, satisfaction or evidence of satisfaction of the City, or certification or opinion of the <br />City, shall be interpreted as requiring action by the Mayor granting, authorizing, or expressing <br />such approval, satisfaction, certification, or opinion, as the case may be, unless such provision <br />expressly provides otherwise, or unless authorization for such approval is required by the City <br />Council under applicable law. <br />Section 9.18 No Partnership. This Agreement does not and may not be construed to <br />create a partnership or joint venture between the City and Developer. <br />[Signature pages follow] <br />-13- <br />19575939-4 <br />