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PO Box 471 <br />Boulder, CO, 80306 <br />Attn: Julie McKay <br />Either Party may change its address for the purpose of this paragraph by giving written <br />notice of such change to the other Party in the manner provided in this paragraph. <br />8. It is expressly understood and agreed that enforcement of the terms and conditions of <br />this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to <br />the Parties and nothing contained in this Agreement shall give or allow any such claim or right of <br />action by any other third party on such Agreement. It is the express intention of the Parties that <br />any person other than Parties receiving services or benefits under this Agreement shall be <br />deemed to be an incidental beneficiary only. <br />9. Neither the City nor Boulder County may assign this Agreement or parts hereof or its <br />duties hereunder without the express written consent of the other Party. <br />10. This Agreement may be amended or modified only in writing signed by both Parties. <br />11. This Agreement constitutes the entire agreement between the Parties relating to the <br />Work. Any prior agreements, promises, negotiations or representations not expressly set forth in <br />this Agreement are of no force and effect. <br />12. Boulder County's payment obligations hereunder are subject to and limited by the <br />appropriation of sufficient funds for each year this Agreement is in effect. <br />13. This Agreement shall be governed by and construed in accordance with the laws of <br />the State of Colorado, with venue in Boulder County for any litigation related to this Agreement. <br />14. Each party agrees to be responsible for its own negligent actions or omissions and <br />those of its officers, agents and employees in the performance or failure to perform work under <br />this Agreement. No waiver of any of the provisions of this Agreement shall be deemed to <br />constitute a waiver of any other provisions of this Agreement, nor shall such waiver constitute a <br />continuing waiver unless otherwise expressly provided herein, nor shall the waiver of any default <br />hereunder be deemed a waiver of any subsequent default hereunder. <br />15. Nothing herein shall be construed as a waiver of the rights and privileges of the City <br />or Boulder County under the Colorado Governmental Immunity Act, § 24 -10 -101, et seq., C.R.S. <br />16. No officer, member, or employee of Boulder County, and no members of its <br />governing body, and no elected or appointed official or employee of the governing body of the <br />locality, during his or her tenure or for one year thereafter, shall have any interest, direct or <br />indirect, in this Agreement, or the proceeds thereof. <br />17. The City and Boulder County agree that in connection with the performance of this <br />Agreement, they will each maintain an environment free from discrimination. To that end, each <br />shall comply with any applicable federal, state and /or local law or regulation regarding non- <br />discrimination, affirmative action, and /or disadvantaged business enterprises. <br />Page 3 of 4 <br />246 <br />