Resolution 2012-48 - Laserfiche WebLink

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18. NO JOINT VENTURE OR PARTNERSHIP: Nothing contained in this Agreement is intended to create a partnership or joint venture between the City and the Owner with respect to the Work, and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not provide for the joint exercise by the parties of any activity, function or service, nor does it create a joint enterprise, nor does it authorize any party hereto to act as an agent of the other party hereto for any purpose. 19. GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws of the State of Colorado and venue shall lie in the County of Boulder. 20. NO LIABILITY; NO WAIVER OF IMMUNITY: The City shall in no manner be liable to the Owner or any other person for any monies expended or liabilities incurred by the Owner in connection with the Grant program, whether or not the Owner is actually paid any funds from the Grant. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess, nor shall any portion of this Agreement be deemed to have created a duty of care which did not previously exist with respect to any person not a party to this Agreement. 21. NO THIRD PARTY BENEFICIARY ENFORCEMENT: It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in the Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be considered to be an incidental beneficiary only. 22. ASSIGNMENT: This Agreement may not be assigned by the Owner without the prior written consent of the City, which consent may be given or withheld in the City's sole discretion, except that Owner may, without requiring City's consent, assign this Agreement before the purchase of the Property to an entity controlled by Michael W. Kranzdorf. 23. INDEMNIFICATION: The Owner shall be liable and responsible for any and all damages to persons or property caused by or arising out of the actions, obligations, or omissions of the Owner, its officers, employees, contractors, agents, representatives or other persons acting under the Owner's direction or control in performing or failing to perform any obligation of Owner under this Agreement or in any matter related to completion of the Work. To the fullest extent allowed by law, the Owner will indemnify and hold harmless the City, its elected and appointed officials, and its employees, agents and representatives ( "City Indemnified Parties "), from any and all liability, claims, demands, liens, claims on funds, actions, damages, losses, judgments, costs or expenses, including but not limited to attorneys' fees, which may be made or brought or which may result against any 9