|
7.No Admission of Liability.The parties agree and understand that this Release
<br />Agreement is not and shall not be construed as an admission of liability on the part of any party
<br />or any persons or entities herein released,and any and all liability by them is expressly denied.
<br />8.Assumption.The parties acknowledge that a portion of the consideration given
<br />by them for this Release Agreement is being given for the fUll and final release of any and all
<br />unknown losses,claims,injuries,costs,expenses,attorney fees,and damages which may have
<br />occurred in the past and are yet to be known or which may occur in the future and are not
<br />presently known as related in any way to the matters in the BAA and to Boulder Wind’s payment
<br />of building permit fees and taxes for the Project.The parties each agree to assume,voluntarily
<br />and knowingly,the risk of any mistake of fact,either mutual or unilateral,with respect to any
<br />and all losses,claims,injuries,costs,expenses,attorney fees,and damages,and the parties each
<br />agree that they will not,under any circumstances,seek to present fUrther claims on behalf of
<br />themselves or their agents,attorneys,servants,employers,employees,heirs,executors,
<br />administrators,insurers,successors,assigns,and subrogees against the persons and entities
<br />hereby released.
<br />9.Authority and Nonassignment;Indemnification.Each party to this Release
<br />Agreement expressly warrants that it has authority to enter into this Release Agreement and
<br />further expressly warrants that the signator for such party on this Release Agreement has the
<br />authority to bind that party to the terms of this Release Agreement.Each party further represents
<br />and warrants that it has not previously sold,assigned,granted,transferred,pledged,or
<br />encumbered,or purported to sell,assign,grant,transfer,pledge or encumber,to or for the benefit
<br />of any other person,corporate or natural,any chose in action,claim,demand or cause of action
<br />related to or arising under the BAA or Boulder Wind’s payment of building permit fees and taxes
<br />for the Project.Boulder Wind agrees that it shall be solely responsible for payment of any sales,
<br />use or other taxes due to any other taxing jurisdiction(s),and Boulder Wind shall indemnif~’and
<br />defend the City against,and shall pay,any inter-city claim or other claim of any type to any
<br />amount of sales,use or other taxes previously paid by Boulder Wind to the City.
<br />10.Terms Contractual.Each party agrees that no promise,inducement,or agreement
<br />not herein expressed has been made to them or their attorneys;that this Release Agreement
<br />contains the entire terms of the agreement between the parties to settle their dispute and that the
<br />terms are contractual and not a mere recital.
<br />11.Rights not Assignable.The rights,obligations,or duties under this Release
<br />Agreement may not be assigned in whole or in part without the prior consent of the other party.
<br />12.Modifications.This Release Agreement and any of the provisions contained
<br />herein may not be amended,waived,discharged or terminated other than by means of a written
<br />instrument signed by the party against whom enforcement of the amendment,waiver,discharge
<br />or termination is sought.
<br />13.Integration.This Release Agreement is an integrated agreement and constitutes
<br />the entire understanding of the parties and replaces,cancels and supersedes any and all other
<br />3
|