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<br />and obligations as set forth in the Agreement. <br /> <br />2. <br /> <br />Assumption. <br /> <br />Assignee hereby assumes all of Assignor's rights and <br /> <br />obligations as set forth in the Agreement. <br /> <br />3. <br /> <br />City Consent. City hereby agrees and consents to the assignment of all of <br /> <br />Assignor's rights and obligations as set forth in the Agreement to Assignee. <br /> <br />4. <br /> <br />General Terms and Conditions. <br /> <br />The following general terms and <br /> <br />conditions shall apply to this Assignment Agreement. <br /> <br />4.1 <br /> <br />Hold Harmless. <br /> <br />In addition to the hold harmless provisions <br /> <br />contained within the Agreement and except as to the sole negligence, or willful <br /> <br />misconduct of City, Assignee shall defend, indemnify and hold the City, its officers and <br /> <br />employees, harmless from any and all loss, damage, claim for damage, liability, <br /> <br />expense or cost, including attorney's fees, which arises out of or is in any way <br /> <br />connected with this Assignment Agreement, notwithstanding that City may have <br /> <br />benefited from this Assignment Agreement. This hold harmless provision shall apply to <br /> <br />any acts or omissions, willful misconduct or negligent conduct, whether active or <br /> <br />passive, on the part of Assignee. <br /> <br />The parties expressly agree that this section shall survive the expiration or <br /> <br />early termination of this Agreement. <br /> <br />4.2. <br /> <br />Counterparts. This Assignment Agreement may be executed in <br /> <br />counterparts, each of which shall be deemed an original, but all of which, togethet, shall <br /> <br />constitute one and the same instrument. <br /> <br />4.3. <br /> <br />Successors and Assiqns. It is mutually understood and agreed that <br /> <br />this Assignment Agreement shall be binding upon City, Assignor and Assignee and <br /> <br />F:Atty/Agr/Agr.128 <br />062503 <br /> <br />2 <br /> <br />-- r <br />