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