Resolution 2023-37 - Laserfiche WebLink

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Boulder County, CO 04015648 3 of 6 or claim caused by, arising from, or on account of acts or omissions by Subdivider, its officers, employees, agents, consultants, contractors, and subcontractors, and to pay to the City, its officers, employees, agents and servants their reasonable expenses, including, but not limited to, reasonable allorney's fees and reasonable expert witness fees, incurred in defending any such suit, action or claim; provided, however, that Subdivider's obligation herein shall not apply to the extent said suit, action or claim results from any acts or omissions of officers, employees, agents or servants of the City. Said obligation of Subdivider, with respect to the construction of the Work shall be limited to suits, actions or claims based upon conduct prior to acceptance by the City of the Work. Subdivider acknowledges that the City's review and approval of plans for the Work is done in furtherance of the general public's health, safety and welfare and that no immunity is waived and no specific relationship with, or duty of care to, Subdivider or third parties is assumed by such review approval. 9. Governing Law. This Agreement and all matters arising hereunder or in connection herewith shall be governed by and construed and enforced in accordance with the laws of the State of Colorado. Any disputes regarding or arising out of this Agreement shall be brought in the courts of Boulder County, Colorado, and in no other court. 10. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 11. Assignment. Subdivider may not assign or delegate this Agreement or any portion thereof, or any monies due to or become due hereunder, without the City's prior written consent. As a condition of the City's consent to any assignment of this Agreement, the City may require this Agreement, a written instrument of assignment, or both, to be recorded in the property records of Boulder County. Any purported assignment or delegation in violation of this Section shall be voidable in the City's sole discretion. 12. Termination. This Agreement shall terminate upon the City's final written acceptance of the Public Improvements and upon the City's return of the Deposit, excluding sums lawfully drawn on by the City in accordance with the terms of this Agreement. 13. No Third -Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to City and Subdivider, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other third party on such Agreement. Any person other than City or Subdivider receiving services or benefits under this Agreement is deemed to be an incidental beneficiary only. 14. Effect of Headings. Headings appearing in this Agreement are inserted for convenience of reference only and shall in no way be construed to be interpretations of the provisions hereof. 15. Authority to Bind. Each of the persons signing below hereby represents and warrants that such person is signing with full and complete authority to bind the party on whose behalf such person is signing, to each and every term of this Agreement, The Subdivider's signatory shall be 3