Resolution 2025-48 - NEEDS SIGNED IGA

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Docusign Envelope ID: 7E59DA52-6A33-4DB4-97BA-1 EDB1 B6217BB To County Clerk: Molly Fitzpatrick 1750 33rd St., Suite 200 Boulder, CO 80301-2546 303-413-7700 Fax: 303-413-7728 E-mail: mfitzpatrick@bouldercounty.gov To Election Officer: Genny Kline 749 Main Street Louisville, CO 80027 303-335-4574 Fax: E-mail: GKline@LouisvilleCO.gov 7.2 Amendment. This IGA may be amended only in writing and following the same formality as the execution of the initial IGA. 7.3 Integration. The Parties acknowledge that this IGA constitutes the sole agreement between them relating to the subject matter of this IGA and that no party is relying upon any oral representation made by another party or employee, agent or officer of that party. 7.4 Waiver of claims. The Jurisdiction has familiarized itself with the election process used by the County Clerk and waives any claims against the Clerk related to the Clerk's processing or administration of the Election except as specified in paragraph 7.5 below and claims arising out of willful and wanton acts of the Clerk. 7.5 Limitation of damages. If a lawsuit is filed challenging the validity of the Jurisdiction's election, the Jurisdiction shall provide prompt notice to the County Clerk of such a lawsuit. If the Clerk chooses to intervene and defend its position, the Jurisdiction will support such intervention and cooperate in the defense of any such claims. If, as a result of a lawsuit against the Jurisdiction or against the Jurisdiction and other defendants by a third party, a court of competent jurisdiction finds that the Jurisdiction's election was void or otherwise fatally flawed due solely to a cause arising from the negligence of the County Clerk, then the Clerk shall refund all amounts paid to the Clerk under section 6 above. The Clerk shall not be responsible for any other judgment, damages, costs, or fees. 7.6 Conflicts of this IGA with the Law. If any provision in this IGA conflicts with the law, this IGA shall be modified to conform to such law or resolution. 7.7 Time of the essence. Time is of the essence in the performance of the work under this IGA. The statutory time requirements of the Code shall apply to completion of the tasks required by this IGA, unless earlier deadlines are required by this IGA. 7.8 Good faith. The Parties shall implement this IGA in good faith, including acting in good faith in all matters that require joint or coordinated action. 7.9 Third party beneficiary. The enforcement of the terms and conditions of this IGA and all rights of action relating to such enforcement shall be strictly reserved to the County Clerk and the Jurisdiction, and nothing contained in this IGA shall give or allow any claim or right of action by any other or third person. It is the express intent of the Parties that any person receiving services or benefits under this IGA shall be deemed an incidental beneficiary. Page 7 of 8